Spectacular Spider-man: Season 3
by NewArvo
Summary: Summer Break is near but break is relative for Peter Parker. As Spider-man, he cant afford breaks. With new enemies in town, spider-man has yet to face his worst enemy that will hurt both spider-man and Peter Parker. Not to mention the tension with Peter's teenage life as he juggles between Liz and Gwen. Which one needs him more/ he needs more?
1. Chapter 1

**Disclaimer: I do NOT own Spectaculer Spider-man and the characters used in this story.**

Peter Parker was laying on his bed that night. He's still got his damaged spider-man suit on with the mask clasped in his right-hand. 'Great' he thought to himself. 'You've done it again Peter Parker, made a mess out of things. When have you ever done otherwise? Never is the answer.'

He lay still looking at the ceiling analysing his very long day. He just found out that Norman Osborne is the man behind the mask of green goblin and unintentionally killed. He is not stupid enough to not realise that Harry has now a burning hatred towards spider-man, him. If he ever finds out….. let's just hope he doesn't Peter thought to himself.

Peter looked at the clock that read eleven thirty at night. He had the radio open waiting for any crime in progress, but surprisingly enough it was pretty quiet tonight in New York. He picked up his phone and called Gwen's number. A moment later she picked up.

'What's up?' Gwen asked.

'How's breaking up with Harry going?'

'It's not exactly easy Peter, especially with the circumstances. He needs me more than ever. And as a good friend I will be there for him. So it might take a while.'

'I understand. See you tomorrow at school' Peter said.

'Yeah, see you tomorrow' replied Gwen.

Peter stood up and got out of his costume and into his pyjamas. He folded the spider man suit neatly and put it in his bag. Then lastly the mask which has half of its face ripped off. 'There goes this week's salary' he thought to himself and put the mask in the bag.

He lay back down to his bed and just before he dozed off, he remembered Liz. He saw her crying her eyeballs out behind the gym after he broke up with her. She made it look like she broke up with him too keep her reputation. Like him, this wasn't exactly the best day. He thought of a way to make it up to her but dozed off in the process.

* * *

It was a nice sunny day and the weather is giving hints of the upcoming summer which means summer break is near. This is supposed to be happy days for everyone but sadly that isn't the case.

It was the biology class. Normally Gwen would be sitting next to Peter in the front row but Harry quickly took that sit before Peter could sit down. Harry kept his attention on Gwen turning his back on Peter. Peter looked around the room for a spare seat. There were the usual suspects, Flash flirting with Sha Shan and telling her how amazing he was. That made Peter smile then he saw in the corner of the room sitting by herself was Liz. She had her textbook open and was quietly reading it too herself.

'Why not' Peter thought to himself 'we're still friends'. He walked up to the seat next to her and asked 'This seat taken?' he asked. Liz looked up at him and looked into his eyes. It doesn't take a genius to see that she is bleeding and needs a cure ASAP. Peter took and the seat just as the biology lecturer walked in.

Peter watched Liz simultaneously listen to the lecturer and take notes at the same time. He remembered the first time he tutored her, she's definitely come a long way since then. Peter smiled at the thought and said something.

'Looks like my tutoring has paid off' Liz continued to write notes completely ignoring Peter. Peter realized that this isn't the time and place to have a conversation with Liz. He looked around the room and saw a few cheerleader uniforms and a few members of the football team. He understood that she is doing it for her reputation's sake.

The lecture ended with revision homework for an upcoming test tomorrow. The bell went and everyone made their way out of the room, Liz the swiftest of them all. Peter tried to follow but lost her in the crowd he looked for Gwen but Harry was all over her, he was clearly zoning Peter out. Gwen met Peter's eyes and sent a sorry message through eye expressions.

* * *

Peter hang at the top of the empire state building as spider-man looking over the big city of New York. Odds are there are another thousand teenagers like him out there who are having the same middle life crisis, well not exactly he thought to himself. Then on the rooftops he saw a slick figure making her way through New York.

'It's like what tweetie the bird says, I thought I saw I pussy cat' he swang from his hanging position and followed Black Cat. He kept his distance knowing that she has a keen kitty senses. She went down a dark alley and down a stairs into a basement room. Peter waited for a few minutes before busting in.

'Are you sure you are up for the job? Asked Hammerhead.

* * *

'I'm the one who made this bargain, of course I'm up for it. Anything if you could get my father out of prison' replied Black Cat sternly.

'Surely you've learnt from your first attempt that spider-man just keeps getting in the way. If you want to free your father for certain, eliminate spider-man first. You can take as long as you want but remember every day you spend idling is another day in prison for your father'

Black Cat was about to counter when the door busted open and spider-man jumped in the scene. 'You're having a party and I'm not invited! Not cool!' Spider-man said as the first of his usual trash talk during fights.

'He's all yours' Hammerhead said and exited the scene. Spider-man shot a web towards him but cat caught and pulled him towards her. Peter sensed that a punch was coming right up so he twisted in mid-air and arched his back and dodging it like a limbo.

'Wow hold your cats, I don't want to hurt you!'

'You already did, consider this payback' she hissed while tumbling like a gymnast on the ground closing the distance. She threw punches with kick in between. But Spider-man had the edge with his increased senses and reflexes simply blocked and dodge the attempts, but cat sent a kick off rhythm that caught Peter by surprise.

'Look we can talk this over, I know what it feels like to lose someone important to you. Understand you pain.'

'You have no idea! You must have other family and friends! He's the only one I have!' raged Black Cat as she threw a fist towards Spider-man but hit the ground instead.

'I think I have a pretty good idea what you bargain was, but I've got a city to protect. I can't go out just yet' Peter just walked towards the door he busted threw. He knew the fight was over when Black Cat busted in tears. She obviously lost the will to fight. Peter said a sympathetic sorry before heading off and he meant that sympathy.

* * *

Peter got home completely spent. He went into his room and crashed the bed.

'Aren't you going to have dinner Peter' his Aunt May called from the kitchen. 'Maybe later aunt May, I'm not hungry' he called back.

He was looking at his ripped mask that he was holding up. 'You're supposed to protect people not drive them into desperation making them do things they don't want to do. What would Uncle Ben say to me if he found out? Forgive. If only it was as easy as saying it'

Peter his mask over his face. How has today been so far he asked himself. I've accomplished nothing. Liz still bitter against me, Harry I can't even get close to Gwen because of Harry and he realized that he broke two girls heart two days in a row. 'Real smooth Peter Parker. Real smooth' he thought to himself.

Peter drowned by his thoughts fell asleep completely forgetting about the test tomorrow and what the day holds for spider-man.

**Author's Note: I just finished the series. I know I'm a bit late. Not too late to love the show and hate the ending!**

**Review, favourite, follow if you liked. To be continued...**


	2. Chapter 2

**Disclaimer: I do NOT own Spectacular Spider-man and the characters in this story.**

A week later…..

'Peter Parker! Do you have any idea what you've done! You're worse than my dog who ate my homework!' yelped Sally as she came striding down the hallway towards Peter who had just arrived and was gathering his books for his next lesson. Sally slam his locker shut pinning his fingers.

Peter jerked back in pain and was blowing air onto his red swollen fingers. He looked up at Sally who literally looked like a raging bull; eyes red, steam coming out of her nose and everything. Peter retreated backwards but Sally took a step forwards.

'Want to know why Liz left the cheerleading squad?! It's because she's moving back to Puerto Rico! For good! And it's all your fault Puny Parker!' Sally drilled into him. The whole football team was trying to hold her back, but no one could contain her rage. Until Flash stepped in.

'That's enough Sally. Putting Parker's face at the back of his head won't accomplish anything. Liz chose to leave, no one pushed her to do so'

Flash picked up Peter, wrapped an arm around his shoulder and talked quietly to him. 'Act cool, Sha Shan is watching! You think she was impressed by that?'

'Who doesn't like a hero, who stands for the weak?'

'Now here's the deal! I give you protection in return you give me tips to look cool in front of Sha Shan! Otherwise you'll spend the rest of the school term as the team laughing bag!'

'I don't think I really have a choice…..' Peter said.

'Wise decision' Flash left him with that comment as he walked towards Sha Shan with his arms arced like a gangster like there were spikes in his arm pits and angling his body with each stride.

'Is it just me or does he look like a penguin when he walks?' said Gwen from behind Peter trying to lighten things up.

'Gwen! Am I glad to see you! Seriously there's no one normal to talk to around here!'

'Speaking of normal. Harry not turning up is starting to become a norm now.'

Sigh. 'We haven't talked for a while' just after that comment the bell rang.

'Oh! Class!' Gwen startled before turning away to go to her class. 'See you after school?'

'So Sorry! I need to drop by the Bugle this afternoon! I reall-'

'It's OK Pete. You have responsibilities. Do what you need to do'

* * *

'Rubbish! Rubbish! Rubbish! Oh….. 'Jonah Jameson considered one photo then crumpled it and threw over his back like the others. 'What is this Parker?! Why is Spider-man kicking some amateur's sorry butt and saving the day!'

'Uh….. Because that's what he does?'

'I've already come up our next issue's headline! Spiderman: Friend or **FOE! **I need to show the world spider-man's true colours! Now get out there and get me some real pics in 17.2 seconds or you're fired!'

Peter walked out of Jonah Jameson's office and turned to Betty. 'Amazing no one has quitted their jobs yet. Peter heard a thud and looked back towards Jonah who was throwing darts towards a target with spider-man's face as the bull's eye.

'Here's you cheque Peter and say Hello to your aunt for me' said Betty.

'How can a girl like you work for a….you know…'

'He may not look like it. But he's a nice person Peter, I know you know that'

'Well he's doing a fantastic job at concealing it' Peter walked off towards the elevator and pressed the down arrow. The doors opened and a huge man stood in front of him. The man didn't seem to notice him and walked straight through him.

Peter stepped aside and saved himself some hospital bills. Right now this cheque is going towards a new spidey suit. He stepped in the elevator and saw that man was already inside Jonah Jameson's office. 'Who is this guy?' Peter thought as the doors closed.

'That's Private Investigator Mac Gargan' Betty spoke to an earpiece which was projected in Jonah's office.

'I don't care if he sells hotdogs across the street! He better be as good as I'm paying him!' Jonah said like someone who was speaking to someone across the room.

'I'd go through anything as long as it pays good!'

Jonah picked up one of the crumpled pictures on the floor and opened it up. It showed a close up of spider-man shooting a web on a thief's face.

'I want you to find out how Parker can get these kind of pictures of spider-man and how does he get there every single time?!'

'You must've mistaken me for a babysitter.

* * *

Peter stepped out into the streets and walked down the sidewalk. He couldn't wear his spider-man mask that is showing half his face. Speaking of faces there was a familiar face walking the opposite way towards. It was the face that he had been wanting to see since he heard the news this morning form Sally.

'Hey Liz!' Peter called out. She looked up and turned her back towards him and started walking the other direction. Peter ran after her and caught her hand. He pulled her around until he was looking straight into her eyes and her into his.

'We seriously need to talk!'

'There's nothing to talk about Petey. I've already made up my mind.' She turned and tried to walk away but Peter tightened his grip.

'I messed up. I completely forgot the situation that you were in. You just lost your brother and….. me….. I left you. I just really want to say that I am sorry. And if I am the reason that you're leaving then I'll never forgive myself. I want you to know that it was fun during our time together and I'll do it all over again without a second thought.' Peter said all those words while looking straight into her eyes. 'If there's anything I can do for yo-'

Peter was interrupted by a kiss on his mouth. He remembered his kisses from Black Cat and Gwen, but this was the first one from Liz. He could feel all her pain and emotions as their lips united. His hands unconsciously wrapped around her waist. Liz was the one who pulled away from the kiss. Peter subconsciously followed then woke up to find Liz's smiling face.

'Been a while since I saw that smiling face of yours. Actually I don't remember the last time you smiled since all of our dates…. Well uh….. Didn't turn out quite as planned' Peter chuckled'.

Liz just chuckled.

'What?!'

'You're red as a tomato Petey! You liked it didn't you?!' Liz teased.

'Well….. I'd be lying if I say I didn't' Peter said defensively.

'See you at school tomorrow' Liz said while slowly stepping backwards.

'Does this mean you're not leaving?'

'Maybe, maybe not' said replied and sent a wink at him.

* * *

It was the end of the day and Gwen watched Peter be the first one strolling out of the classroom. She then looked out the window to see the same man running across the school yard and disappear around the corner. She smiled at the sight of Peter.

She walked out of the front gates to find Harry waiting with fancy revertible car.

'Harry! Where have you been?!'

'So sorry Gwen, had to sort off take the role of my father in OsCorp since his…. You know. I was thinking maybe we could stroll through the town to get my mind of those things. Want to go for a spin?'

Gwen thought, well Peter's off to attend to his responsibilities and this might just ease the pain on Harry from the loss of his father she thought.'I don't see any harm in it, I don't really have much homework so….. Sure! Why not!' Gwen replied.

'You're my girlfriend afterall'

'right'.

'Want to have some hotdogs? I know where to find the best in town!'

They drove to the town. Harry looked at his passenger sit. Gwen was looking towards the side with obviously someone else occupying her mind. Harry remembered that night when he overheard Peter and she confessed their feelings towards each other. That's about to change he thought to himself.

They stopped just across the street from the Bugle in front of a hotdog stand. 'Here we are. The finest Hotdogs in Manhattan. Peter sure knows a good spot for a job.' Harry said getting out of the car and walked around to open Gwen's door.

'Thanks'. Gwen replied 'Maybe we could ask Peter if he wants to join us' Gwen turned to Harry who was occupied by something else. She followed his gaze across the street towards a certain couple with their lips locked together. Then it struck her, like a knife running through her heart. She felt chills and tears. She wasn't sure if she was shaking in pain or anger.

'I thought Liz and Pete broke up?' Harry pushing the knife more into her heart. 'I guess they're still at it' commented Harry as he turned towards Gwen 'Are you alright Gwen?' Harry asked all so innocently.

'Um, I just remembered I've got a biology report due tomorrow'

Gwen already turned and powered walked away before Harry could speak, not like her was going to say anything. He watched as Peter and Liz walked their separate paths. He walked an interception route towards one of them and came to a halt.

'You're very good at acting, they should give you the main role in the next school play' Harry said to a glaring Liz.

'The deal was you would pay my brother out of prison. And for you information, I wasn't acting.'

'Woah! I'm not the enemy here! They are remember, they were scheming behind our backs' Harry said 'Oh and you might have seen this before' harry pulled out a white cased remote. The same remote that activated Marc's armour.

Liz gasped and tried to reach for it 'You wouldn't!'

'Yes I wouldn't! So long as you don't say a word to Peter. Unless you want to see your brother back in prison?'

Liz couldn't do anything but bury her face into her hands in defeat.

**Author's Note: Review, Follow, Favourite if you liked. To be continued...**


	3. Chapter 3

**Disclaimer: I do NOT own Spectacular Spider-man and the characters in this story.**

The next day…..

'You're the one I want to be with Gwen. I don't even know how I ended up with Liz'

'Peter I've been in love with you since seventh grade' There was a pause then Gwen spoke. 'No we shouldn't, not behind Harry and Liz'

Those words were still fresh in Harry's head still ringing like a resounding gong constantly reminding him that he was stabbed in the back by his best friends. His father died and now Peter is trying to take Gwen away from him too. He's lost all respect for Peter which leaves Gwen the only left that he cared about. He is not going to lose her, no matter what it costs.

Marc was released from prison last night and will be coming to school today. He vouched for him under his influential last name, Osborne. Before Harry let him go, said a few words to him along the lines of Liz, cried, dumped, heartbroken and he made sure that he emphasized the last enough, Peter Parker. Marc already warned Peter last valentines, he definitely won't forgive him a second time.

Peter swang through the neighbourhood as he made his way to school. He made sure that no one saw him drop behind the school gym to get change into Peter Parker. Blue shirt with a white undershirt and brown pants.

The first thing that was on Peter's mind, the only thing that was on his mind was Gwen. They've hardly spoken this past week and when he finally found time last night, she wouldn't respond to his calls. There she was in her locker organizing her stuff for her next class. Peter decided to play daring and leaned with one hand on the locker next to her with the other hand on his hips.

'How's the ever so beautiful and intelligent Miss Stacey doing in this fine day?' Peter got a different reaction from what he was expecting. She seemed hurt by it and has an attitude of an angry cat protecting her cub. 'Woah! What's all the drama about?'

'Really?! You're going to act innocent! I'm not playing this game Peter!'

'Woah! Woah! Slow down, I'm not sure we're on the same page here Gwen.'

'Don't tell me you already forgot your moment with Liz yesterday. Yes I saw it! And the way I remembered, you were kissing back!'

'It's not what it looked like! Let me explain-'

'Pete stop!' interrupted Harry. Peter stopped and looked at Harry's serious face then looked back at Gwen. He was so focused on coming up with an excuse that he didn't realise that Gwen has broken into tears.

'Gwen, I'm sorry I-'

'Forget it Pete. I need to go to class' Gwen was guided away by Harry, one arm around her shoulder trying to comfort her.

'What a jerk!' someone commented from behind Peter. He normally just ignores those kind of words, but that time he heard it and it hurt. He agreed he was a jerk. But that wasn't the end of his problems. He was suddenly pulled by the collar of his shirt and slammed against the locker. He was expecting Flash to introduce him to the school as the 'School Jerk'. But it was someone else, Peter would rather face his upset aunt May for coming home late than Marc.

'Who do you think are?! Playing with my sister's heart and just throwing it away like it was nothing!'

'Marc! Since when did you get out of prison?!'

'Don't change the subject Parker! I warned you last time. This time I'm going to teach you a lesson!'

'Easy there! Maybe we could get some ice cream! Too cool down! It is a hot day today!' Peter said joking around trying to calm Marc down, but he was too determined.

'Let go of him Marc!' said Liz as she clawed her brother's wrist. Great, now I'm the damsel in distress thought Peter, I think I like the sound of school jerk more he thought.

'You're defending this guy! Do you have any-'

'Let go of him' Liz said again but this time more sternly. Marc closed in to Peter face until they could feel each other's breathe before dropping him to the floor. 'We're not done yet Parker'. The crowd, who were intriguingly watching Peter's humiliation this morning now parted and left. It was just Liz and Peter left in the hallway.

'You Ok?' Liz bent down next to him nursing his back with her hand.

'The way I imagined it, it could have been worse' Peter said optimistically as he picked himself up. He rubbed the back his head, the part that was slammed against the lockers.

'Don't you get tired, trying to be optimistic all the time' Liz chuckled.

'Wouldn't be me if I weren't' Peter said as he place his back in his locker and picked up his books for his next class. He could the red texture of his spider-man and its white lenses just the small gap on the side of his bag. 'Besides, I love being me'

* * *

'Things keeps piling up fast' Peter thought to himself as he was swinging New York at night looking for anything that needs spider-man's assistance. 'Firstly Black Cat, probably the only in the business out there that doesn't want his head on a plate is now wants to put a dagger on my back. Gwen hates me now….. I seriously thought that we could have something special together….. Not all dreams come true I guess. Then there's Marc, wonder how he got out of jail so quickly? SO that leaves only aunt May and Liz as my allies….. not exactly formidable ut at least faithful. I still feel bad about what I did to Liz….. in the meantime though…... duty calls'

Peter changed direction towards a speeding car knocking down everything on its path. There was an old lady crossing the street, Peter wondered why it is always an innocent old lady. He swooped down and scooped her. 'Thank you young man' the lady praised him

'Just you friendly neighbourhood spider-man doing his job. Catcha around'

Peter got a closer look at the car and it looked like that someone was clinging on top while the car is trying to shake him/her off. 'Benefit of the doubt, the car is the good guy'.

The figure on top tossed something sharp in the path of the car. One of the front tires blew, it skidded across the road and smashed through a closed shop.

Peter announced 'Incoming!' as he swooped both feet kicking the figure of the roof of the car. The figure slammed on the wall while Peter landed like a feather in between her and the car. 'You have to admit, that was a pretty cool entrance.

'You just always get in the way, do you!' exclaimed Black Cat. Peter realizing the situation looked behind him towards the passengers of the car.

'I take it the deals off' Hammerhead said while winding up the car window. The car reversed out of the wreckage and drove on to the street.

'You have no idea how much a relief it is to see you switch sides' Peter said to Black Cat as he was already shooting out a web to chase after Hammerhead. But to his surprise, he was spear tackled to the ground. 'Ok I'm confused?!' Peter curled his legs in and pushed her off. 'Which side are you really on?!'

'I've made my point with him. Now it's your turn' Black Cat threatened. She flexed her fingers revealing sharp claws attached to the end of her gloves.

'Can we not do this…..? Again!'

Black Cat ignored his last words and lunched herself towards him.

'This is not fair! I make it a point to not hurt woman!' Peter jumped up and flipped forwards landing his hands on her shoulders and pushing her back.

'You're going to have to make an exception!' Black Cat turned and sent a swift slash on Peter's back before he could react. Peter exclaimed in pain as he felt a series of cuts opening on his back. 'Not cool! You know how expensive is this suit?!'

Again Black Cat ignored him and lurched at him again

'I don't think your father would appreciate it, if you try to break him out, again, in this fashion.' Peter said those words one by one as he was half focusing on dodging he swinging claws. 'And eliminating me out of the equation won't help!'

Black Cat still wasn't listening. 'You know what….. how about I give you some time to think about those words….. let it sink in'.

Peter said those words while manoeuvring in between her slashes. He attached a web sling each on each of her feet then attached the other end on the ceiling. Cat was suddenly hefted upside down. Realizing her situation, she bet down to free her feet but Peter anticipated it and wrapped her up like a cocoon save her head.

'Hope this helps, getting your thoughts straight'. Peter made his way towards the opening wreckage. 'Now be a good Kitty Cat' Peter just got glare from her in return. 'She digs me' Peter said to himself.

* * *

'The boss doesn't like loose ends' said the figure from the dark corner of the room.

'Spider-man interfered! I could have taken care of her myself!' said Hammerhead in defence.

'You amateurs will never learn will you?' replied the figure as he dropped a couple of metal marbles that released green gas. Hammerhead tried to run for the door but collapsed before he could bust it open. The just walked over Hammerhead's laying figure and out of the door. 'If you want something done, you have to do it yourself. HAHAHHAHAHAHAH!' The figure laughed away while sealing the metal doors and walked down the empty dark halls of the prison.

**Author's Note: Review, Favourite, Follow If you like. To be continued...**


	4. Chapter 4

Chapter 4

**Disclaimer: I do NOT own Spectacular Spider-man and the characters used in this story.**

A week later…..

Peter got to school a little late today but he hoped he had enough time for a conversation with Gwen. She is not returning his calls and has been avoiding him. Still avoiding him, Peter saw her leaning on her locker but as soon as they eye contact she turned and fled other direction. Peter was about to chase her but Harry entered the scene and put an arm around her. He shot a quick glance back at Peter then continued walking with her.

With just one glance, Peter felt something was off. He was uneasy. Normally his spidey senses would warn him of an incoming object but this situation was different. His senses were alarming like an alarm clock in the morning that wouldn't stop. As soon as the two of them turned a corner it stopped.

'What was that?' Peter exclaimed to himself while rubbing his dizzy head. 'Something is wrong here'. But before he could give the matter anymore thought, he was distracted by a cheerful good morning from Liz. He looked at her and felt something was different but couldn't quite place it as half of his mind was elsewhere.

'Is something the matter Pete? Liz asked with a smile.

'Glasses? You're wearing glasses?! Since when did you start wearing glasses?!' Peter finally connected the dots.

'I've been doing a lot of reading lately. After quitting the cheerleading squad, I had a lot of time in hands. So I decided to read up.' Replied Liz trying to be seductive with her new look, pulling a band of hair behind her ears showing off her new glasses. Peter on the other hand felt his face starting to warm up. The violet framed glasses really brought out the best of her. Complementing her brown hair and olive skin, not to mention she is always wearing violet. He thought that she looked gorgeous.

'That's something you don't see every day'. Liz giggled. 'A speechless Peter Parker'

'That's not fair!' Peter thought to himself. 'Teasing me like that is not fair!' he though again. Liz bit her lip and looking slightly to the side. That just melted Peter.

'Has anyone told you how beautiful you looked today' Peter thought Gwen wouldn't mind if he flirted around a little. It's not like she cared or anything judging by the way she's been acting around him. Liz blushed form his last comment but before she could return the favour the bell went.

'Oh… class…. ' Liz said in disappointment 'What have you got now?'

'Spanish'

'I'll see you later then….. Pedro'

* * *

School was done for the day, Peter stayed with Liz for a while until she got a taxi home.

'I'll see you tomorrow Pedro' she said seductively again before getting in to the cab.

'It kills me when you do that!' That was what Peter was thinking whilst waving god-bye to Liz. He stayed and watched the cab turn around a corner before finding a safe corner to change into his alias, Spider-man. 'All right time to get Mr Triple J a new set of spider pics'.

* * *

Peter swang through the neighbourhood looking out for police sirens or anything irregular, an old lady walking in front of a truck for instance. Peter reached his favourite look out spot, on top of the empire state building. 'Ok, no pics means no pay check. No pay check means no cash. No cash means no money to take Liz on a date to give me a second chance!

Peter's wishes were immediately answered by a growing echo of his name. 'SPIDER-MAN!'

'Hey! A new guy in the business. Let me teach you a few tricks' Peter said as he jumped and flipped I mid-air dodging the charge. When Peter landed, he saw that his attacker was on a glider much like the green goblins. Except this guy was all black with a black cloak. The figure turned around to reveal an all too familiar green goblin face.

'I like the fashion change and all!' Peter said as he shot two lines of web towards his glider. 'But shouldn't you be dead!'

'Now, now spider-man….. is this how you make new friends' HobGoblin said while chucking a couple of metal balls that turned in a shuriken-like thug in mid-air. Peter easily dodged the two, but didn't realized a third one was released that boomeranged around to the side of his face. This though exploded just before impact on the left side of his face.

'I see, so you're not the Goblin. Just a rip off version of the original' Peter managed to jerk back and dodged possible major injuries, instead half of his mask was blown off. Peter tumbled towards the edge and swung away and grabbing his camera which managed to capture some coo pics. 'But I have to give to you! You're pretty good!'

'What's wrong spider-man?! Didn't know spiders are sensitive to the sun' HobGoblin chased him.

'What is up with this bad guys and ruining my costume. Seriously! Ruin my life and everything! Just don't touch my costume! Ok, maybe a little over-acting there' Peter thought to himself. 'I'm just a little upset Gob, I'm going to have to pass play time this time. Maybe next time when you want to play nice'.

Peter turned a corner in between two apartments. HobGoblin followed but was caught in a giant web like a fly running into a spider's web. But it doesn't matter anyway HobGoblin got what he wanted. He couldn't help but notice a few flashes back on top of the empire state building. 'I wonder what kind of a spider that take pictures of himself' HobGoblin giggled his way out of the web as he had a pretty good guess on Spider-man's identity, all he needed was a confirmation.

* * *

'Midtown Manhattan Magnet High School' Mac Gargam read to himself the name of the school in front of him. He was watching Peter's house since midnight last night in a car across the street. He was pretty certain that no one left through the front door. It was already nine in the morning. He looked at his watch and it read eight-thirty in the morning, he would be late for school. Mac came to a conclusion that they might have a back door. 'Chances are he's already there' he thought to himself.

He drove towards M3 high school and just above him, he could see spider-man swinging through the buildings. 'Someone's in a rush' he commented to himself. He has been following any leads that was out there on to who his secret identity is, but like others, he found no answers. That is the only reason why he took J. Jonah Jameson's pathetic little offer (is what called it), because this just might get him close enough to spider-man by following Peter Parker. There are other 'organizations' out there that would pay 'big time' for spider-man's identity, his identity is on high demand.

'I'll find out soon enough, just you wait spider-man. You're my key to my success.'

He arrived at M3 high school but decided that he would wait until later, Parker is not going anywhere, he thought. He's next checkpoint is at Three Thirty pm when school finishes. He turned and walked back to his car. 'Got another six hours or so, I might just have some coffee'.

If he stayed just a second longer, he would have seen Spider-man dropped in and change into Peter Parker.

It was three thirty and Mac was watching Parker talk to this girl, his girlfriend he presumed, while waiting for a cab. 'I can use her to squeeze Parker' he thought. The two parted ways with the girl taking a cab and Parker walking back towards the school. He followed him behind the school gym but when he turned the corner, Parker was gone. Then he heard overhead the web shooting noise and saw spider-man swinging away with a school bag around his body.

'Interesting' he thought. 'Parker disappeared and spider-man appearing, very interesting'. There was only one way to confirm his suspicion. He needed to follow spider-man and confirm that Parker actually took those pictures, not spider-man himself.

**Author's Note: Review, Follow, Favourite if you liked.**


	5. Chapter 5

**Disclaimer: I do NOT own Spectacular Spider-man and the characters in this story.**

Chapter 5

Harry, Peter and Gwen finally sat down together and had a deep and meaningful conversation. It has been a busy past few weeks for each of them and they really needed this conversation to sort things out. Harry decided to leave before Peter and as he was walking down the front steps of Gwen's house, he heard the two talking. He doesn't normally eavesdrop to other people's conversations but he had a gut feeling this concerned him too. He sidestepped to the wall to his right and leaned in against an open window. He heard it loud and clear. He heard how his best friend backstabbed him.

He felt anger boil up inside. He felt like he could bust through that door and hang Peter upside down on M3 school sign at the front of their school. He had all the motivation but lacked physical execution. He looked down at his two trembling hands, trembling with rage. He closed them both into a fist and was determined to make Peter regret this. But first he needed to become strong.

* * *

The next day…..

Harry was watching the two of them greet each other in the courtyard at the front of the school. He was watching from a classroom above, but he see and hear every detail of their little talk. Every smile and quick side glances to hide their excitement made him angry. He knew what was going to happen today, each one would dump their fiancé, meaning him and Liz. He knew that only way to prolong this was to avoid Gwen for the day.

He didn't go to classes trying to conceal his presence from Gwen. He just waited around the corner waiting for the bell and would follow them to their next location. The lunchtime break bell rang and the two of them split up. Harry decided to follow Peter sending Gwen wondering around the school looking for her. He hated that thought, making Gwen look like a fool, but it was a necessary evil he need to take.

Peter met up with Liz and the two had lunch together. Harry could tell that Peter was trying to look for the right words to say as he was fiddling with his food. Liz noticed and talked to him. Harry couldn't hear the talk from his position, but it is not rocket science what happened next. Liz stood up and called Peter a jerk! He giggled at that, he thought that Peter was going to break up with her.

Liz started to head towards Harry's direction but she didn't seem to notice him. As she walked past, he could the trail of sparkling tears as sunlight reflected of the drops. At that moment he felt sorry, then something clicked. He decided to leave Peter for a while and followed Liz who made her way swiftly behind the gym.

He sat down next to her but she didn't seem to care. Harry spoke;

'I don't think Peter realized you situation. First your brother is gone and now Peter left leaving you with no shoulder to cry on'.

'Why do you care?! You don't understand! You have Gwen…..'

'Let me fill you with what's going on…..' Harry told her the situation from what how the two finally confessed to each other to how the two were planning to break up with both he and Liz to get together. 'So you see, I do understand in a way. I have an offer to make. I can give your brother back.'

'How can you help my brother?'

'I'm an Osborne, I have the last name of one of the most influential men in the world! I get your brother out in a click of a finger.'

'What do I have to do?'

'Gwen hasn't broken up with me yet, so I want you to distract Peter. Play hard to get, it'll stir up his conscience enough.'

'I'm not dumb you know! You're doing this for yourself!'

'Wow! Calm down! You know if we play our cards right, you could get Peter as well as you brother. You love Peter right?'

'Of course I love him. I just…. I don't like the idea of lying to him.'

'It's only lying if he finds out the truth. If you have any better idea, call me. Here's my number.' Harry handed her a piece of paper with his number written on it and stood up. He walked slower than usual watching Liz looked at the number obviously considering his offer.

'Wait!' Liz called.

* * *

It was the day of his father's funeral' of his father. They all wore black and everyone said that they were really sorry about his loss. 'Really? Doesn't any have anything new to say? We all know why you all are here. Just suck ups!' of course Harry kept those thoughts to himself, if only he had the courage to say those words. Then there was Peter and Gwen who both knew that the best way to communicate their condolences was in silence.

He was willing to forget his hate towards Peter but he wasn't willing to let him be all over Gwen. 'I'm the one with the loss here!' again harry thought to himself, but he body took action. He took Gwen's hand and led her away leaving Peter staring in front of Mr. Osborne's grave.

Harry realized that this was the perfect scenario to pin Gwen within his grasp. He knew she wouldn't dare to break up with him after what happened. Even though his father hasn't exactly the father figure he had hoped, he even framed him to be the goblin, he wasn't that cold-hearted to be happy to see his father die. But right now he was glad that he did, if he hadn't he wouldn't have this perfect opportunity and Harry was milking it.

'You're the only one left that I care for Gwen…..'

'Pete's here for you too you know'.

'Pete's my best friend, but you're more than just a friend to me Gwen' Gwen seemed taken aback by his last words, he know all too well why. 'I need you more than ever'.

Gwen was still startled but she responded after recovering 'I'll be here for you Harry' and gave him a hug. Behind his head Gwen was panicking, this didn't wasn't exactly the way she would it would end. On the other end, Harry was grinning like he forgot that he lost a father today.

* * *

The next weekend…..

Harry still couldn't believe that his father was the goblin. He looked so innocent the whole time. He was almost convinced the he was the goblin, that it was a subconscious created by the Globullin Green that he was consuming.

He remembered his father's fight with spider-man, he was certainly capable of defending himself and handling spider-man. Maybe, Harry thought, that his version of Globullin Green was a prototype and his father had the perfected version that made his stronger. Harry liked the idea of being stronger. He already knows what it feels like to have a dose of Globullin Green, what more a perfected version of it.

Harry searched the entire house looking for some of this perfected Globullin stuff got nowhere. He spent most of his search in his father's room checking every corner every shelf of a secret doorway to a room full of green. But he availed to nothing. There was one thing left, his father's personal computer. Maybe he could find information in there.

He was met by a message box that required a password to be entered. Harry thought hard of something that only his father would know. Then it just clicked, _Green Goblin_, almost too unfair he thought, it's too easy if you know he's the goblin. Then a bunch of windows opened, from formulas (something to do with scorpions) to the glider to weaponized humans like the sandman and rhino. 'So my dad is also responsible for there!' As shocked as he was, that wasn't exactly what he was looking for. He fiddled around the desk opening drawer and tracing his hands underneath the desk then felt a lump and pressed it. There was a click and the armour next to a pillar split open.

'But this leads to the winery?' Harry said in confusion. But went down anyway. He immediately knew that this wasn't going to the wine cellar when he found an elevator at the end of the stair. He entered and looked for floor button, but there was only one. He pressed it and he felt his heart lifted at the sudden drop.

When the doors opened, he found in front of him rows of Goblin Green. There was also the mechanical arms of Dr. Octavius, the wings of vulture. Then there was the glider, it was an upgraded version of the one goblin was using.

There was a door opened somewhere. The hair on the back of his neck stood up. He turned to find Dr. Miles Warren standing door. Something tells Harry that he was expected.

'Welcome to the empire that your father created, it's all your now'

'An empire of power' Harry still taking in all the advanced technology before him.

**Author's Note: Review, Follow, Favourite If you liked... It's bee 5 years since this show ended (Cut )... Sorry... getting all emotional.**


	6. Chapter 6

**Disclaimer: I do NOT own Spectacular Spiderman or the characters used in this story.**

Chapter 6

It was a week before summer break, but standing in between the students and fun were the end of year exam. The class atmosphere suddenly changed when they heard the devastating news. It happens every year but the feels are all the same every time. Normally Liz would be one of the people who would be grunting in frustration, but today she was calm and attentive. Peter smiled at the sudden change of character. He never knew that someone of her statute could become someone like she is now. Peter knew that this change was for him. Since she broke up with Flash, she had taken the same classes as him and has joined the same activities as him. She even received an internship at the Empire State University. He felt that mutual feelings weren't the same.

He looked across the room to see Gwen casually chatting with Harry. 'They seem to be having fun' Peter thought to himself. He remembered the last time they had a conversation; she didn't even give him a chance to explain that he couldn't just leave Liz like that. It was a really bad timing that he broke up with her; she needed him especially without her brother. Peter was deep in thought that he didn't realise that Liz was watching him stare at Gwen. She thought if she was being selfish. 'Is falling in love a crime?' she thought to herself.

'Hey Pedro, umm….. Do have time after school? I was going to ask a few questions to Dr. Warren….. I was wondering if you want to come with me.' It took a few seconds before Peter diverted from his gaze. Peter was scratching the back of his head; Liz knew what was going to come.

'I'd really love to come Liz, but….uh….. I have to drop by the Bugle this afternoon. I'm really sorry.'

'It's OK Petey, I understand you have responsibilities'. Liz tried her best to hide the hurt and disappointment. She can't help but feel that Peter still loves Gwen. She could tell that it would take more than just separating and distracting the two to break their feelings. 'My feeling are real too Peter'she thought to herself. She can't say how much she wanted Peter to know how she feels about him and hopefully feel the same way for her.

* * *

'Well done Peter. You blew another opportunity again' Peter said to himself as he was swing through town towards the Bugle. 'Well, at least you could take her out in style after this pay check! I'm sure triple J will love this new set of pics. With a new villain in town and all, it would make a good headline. As Peter was daydreaming, he was caught unaware by someone waiting for his passing by on one of the rooftops.

'Spiderman!' the 'creature yelled and jumped onto him.

'Seriously! Do you really have to announce 'Spiderman!' before you attack? It kind of defeats the purpose of a surprise attack' Peter said manoeuvring through his big arms making his way on his back. He extended his legs and pushed his onto the road. He saw cars stopped and as the 'creature' smashed onto the middle of an intersection.

'That wasn't smart' Peter thought to himself. 'I need to lead it away. This is just great, another new freak in town.' Peter concluded that this was a same creation as a Rhino. The same hybrid genetics mixed between humans and, in this case, a scorpion.

'Can I call you scorpy? I seems fitting don't you think? With you tail and you shell-skin and all…..'

'Spider-man!'

'What is up with and villains and screaming the hero's names before they jump at them!' Peter thought to himself. 'Catch me if you can!' 'Ok I need to lead it away, but where?' Peter was trying not to go too fast but fast enough to keep a distance.

'You're pretty determined I give you that much!' Peter called. Peter was scanning the horizon for a place to handle this creep then almost instantly he saw an abandoned all warehouse. 'Cliché much?' he thought to himself.

Peter waited on a crossbar attached to the ceiling for scorpion that took a while but eventually made it. 'Looks like we have a newbie' Peter whispered to himself as he watched scorpion tumble onto his own tail.

'Welcome to you doom!' Peter announced trying his best impersonation of an iconic antagonist voice. 'How do you guys say it again? This is the end for you!' Scorpion didn't seem to care. He curled his seven-feet tall and then launched himself.

'There you go! You're learning!' Peter shotted a web towards both of scorpion's shoulders. Peter dropped using the crossbar as a pulley. With the momentum from his launch and the extra bit added by Spiderman's web. Scorpion found his face buried into the ceiling which eventually gave to his weight.

'I have to run. If you want another tutorial class, make some noise….. Actually ignore the last part.'

Peter made his way to an opening and swang away unawares that scorpion behind having a little seizure. His eyes were rapidly blinking and his body jolting every now and then. Then his head jolted backwards and the seizure stopped. He flexed his fingers, opening and closing his palm. The scorpion DNA finally settled and merge with Mac's DNA. Now he has full control of his new body's full potential. Mac grinned like a madman at his newly acquired power. 'Time to test this'. He stood up and bolted through an exit running with enhanced speed and agility.

Peter heard his name alter-ego's name roared along a highway. 'Ah! Ready for lesson two?!' Peter said as he flipped in the air and headed towards scorpion.

'Oh no! You got it all wrong Spider-man! I'll be schooling you!'

'You can talk?!' Peter slingshot himself towards him feet first. But his attempt was easily stopped. Scorpion both of his legs with both arms and slammed him to the ground. Peter normally would be able to get free of a normal grip but this one was impossible.

'(Groans)….. That's a strong grip you got there….. Time out….. I think I broke something.'

'I was just getting warmed up!' Scorpion lifted his seven foot tail and slammed it towards Spider-man. Peter flipped while clutching his left elbow. He tried an attempt to move it but was met with agonizing pain.

'This isn't looking' Peter muttered to himself. 'I need to end this quick'.

'What's wrong spider-man? You look overwhelmed'

'Underwhelmed actually. With that size and all you can do is break a leg, it's pathetic!'

Scorpion roared and swang his tail horizontally. 'Haha! Missed!' Peter said as he ducked but didn't see a kick heading his way. His school bag got unslung from his shoulders and tumbled onto the side of the road where a passing teenager found it.

'Not just strong, but fast too. This is really not looking good!' Peter landed next to a manhole. He didn't like the idea of running away from a fight but he disliked getting crushed to a pulp even more. He lifted the lid and dropped down.

'Sorry Scorpy! Maybe next time! Class dismissed! Peter said as he disappeared in the darkness of the sewers. 'Spider-man!' Scorpion roared down the manhole which echoed then eventually dispersed into a whisper then into nothing.

Police cars started to come and barred each end of the street. 'You really think you little petty guns can stop me?! Think again!' Mac said as he ripped through the barricade bullet simply bouncing off his armour.

* * *

Peter waited until its dark before emerging out into the surface. He was going to get change while waiting but he kind of lost his bag in the middle of the fight. He slipped through the darkness of the night on the roof of their house then into his room. He got out of the spider-man uniform and got into his blue-shirt ad brown pants outfit.

He was clenching his elbow but the damaged was done on his forearm which was now swollen. 'Looks like the bone didn't break, just fractured. Nonetheless I need to get this looked at.'

He swang out of his window in his casual clothes using the darkness to cover him with just one arm. Instead swinging through the streets, he used the rooftops to help him so that he wouldn't have to switch webs in mid-air. It was a slow and tedious process but he eventually got to the hospital.

He dropped a block away then walked towards the entrance from where he found Gwen walking out of the hospital. They both stopped startled not expecting each other to be the last person they'd meet. 'Peter!' 'Gwen!' 'What are you doing here!' they both chorused.

Gwen noticed that Peter was holding his left arm. 'Does it hurt? What did you do this time'

'I…Uh….um I tripped and landed awkwardly…. Down a stairs…..' Gwen had her arms crossed and was giving him the look. Peter just scratched the back off his head with his right hand trying not to make eye contact. He regretted his actions almost straight as his left arm hanged without support. The pain shock waved up his arm and to his brain which then sent signals to his vocal box to give a pathetic whelped. Gwen reacted and caressed his arm with her two hands. 'You should get this checked out'

'That's why I'm here!'

'Right. See you at school tomorrow.'

'Yeah see you….. wait! What are you doing here?'

'My dad is in a coma… '

'What happened?!'

**Author's Note: Review, Favourite, Follow if you liked. To be continued...**


	7. Chapter 7

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 7

Liz and Peter parted after school, Peter headed for the bugle and Liz headed to the ESU. When she got there Doctor Warren was busy working on a solution. It looked amber in colour and a little bit fizzy. Liz suspected that he was probably experimenting with a scorpion's DNA. There has been a lot of scorpion transferred lately varying from the smallest to the largest.

'Hey Liz, sorry I'm working on something very important, Maybe some other time'.

'It's ok Doctor Warren, you're just doing your job' Liz said enthusiastically. 'I'll just be over there in the corner to study. If you need anything just call'. Liz said hurriedly them scrambled away. It was just a simple denial but it meant more. She wondered what she did wrong to deserved all these denials straight after another. First it was Flash breaking up with her to Peter breaking up and, maybe not intentionally, declining her requests. Now even Doctor Warren is denying her. 'Is really so hard to love?' Liz asked to herself.

She was immediately distracted by a man who walked, a big man with the typical detective surcoat, a bowler and a tobacco. He walked in liked he owned the place with each strode emphasizing his pride. Liz didn't like him already, she just wasn't sure it was because he intimidated her or if it is the evil aura about him.

'Good afternoon Mr. Warren!' He said as if meeting an old friend.

'It is indeed a good afternoon, how can I help you?'

'You can save me the trouble by spilling your juice!'

'I don't know what you're talking about-'

'Really? So you're denying you don't know anything about the freaks running around Manhattan?! Looks like we'll do this the hard way don't even bother escaping. The police are waiting outside. Little girl over there! You might want to slip out now.

Liz startled at the scene unfolding looked at Doctor Warren for confirmation. He gave her a nod and she made her way for the door as quickly as possible. 'Can I just ask, what makes you think I created those 'freaks'?'

'I had a little chat with you freaks in jail. They were all willing to 'co-operate when I threw in the words 'get you out of here'. Although Doc Ock created sandman and rhino, he was working for OsCorp then. And who replaced him when he was fired? You. Electro said when he was still working for Doctor Connors that the two of you were working on mammalian DNA's mutagenic application to the human genome, like Doctor Connor's research of the lizard DNA. Lastly the one that confirmed it all is a man named Sergei Kravinoff better known as Kraven the Hunter pointed all fingers to you.

'What do you want?'

'This information is worth a fortune, it'd be such a waste if I just hand you over to the police who are outside waiting for my confirmation by the press of this button. I want to know if you could offer me something more. Then I'll just tell those goons that I was wrong about you. Or worse, we don't want a certain arachnid crawling after you'.

'Maybe not the kind of wealth that you were talking about….. But maybe this will do!' Miles Warren swang around his right hand which he has been hiding behind his back, He was holding a polarized version of the scorpion DNA he was working on. He punched it on Mac Gagam's arm who instantly felt the effects. He dropped to his knees clutching his arm.

'What have you done?!' The DNA entered his nervous system momentarily paralysing him. At that moment Warren whispered something into him that would get implanted into his newly developed brain. He skin started to morph into shell-like armour and a tail started to protrude on his backside.

When he regained consciousness, he instantly pressed the button to call for help which was his last thought that he had before getting paralysed. It was already too late, Miles Warren had already slipped out and he has now lost control of himself.

'Freeze!' Captain George Stacey announced holding the signal for his man to hold fire. Scorpion still doesn't have full control of his abilities charged. The gunshots just bounced off him. He launched swinging his tail around transferring an acid that paralyser the victims. Soon, all the police where down no being able to move, not being able to speak.

The only word that was in his head was spider-man. It was like a song on a replay non-stop. 'Spider-man!'

* * *

Harry wasn't dumb. He could tell that Gwen was forcing a smile. They were having afternoon tea at a place just across Harry's house. Neither has spoken in the last five minutes and the awkward silence had developed. Gwen was drawing circles on the syrup on her pancake. Harry cleared his throat and broke the silence by saying something.

'It's been a while we actually got together by ourselves'. Gwen looked up and just smiled and nodded'. Even though it was a forced smile, it looked elegant to Harry. Gwen is one of them girls who are so easily over-looked, but behind those glasses, she is beautiful. Harry was lost for words but said something anyway to hide his nervousness.

'If you feel uncomfortable we could take this out and eat at my house instead, you know a little more privacy'.

'I'd like that. Sorry Harry, I've just got a lot in my mind lately I-'

'Don't worry Gwen' Harry interrupted her and putting his hand on hers. 'If you need anything, I'm here for you'.

Before exiting, Harry said a few words of compliments to the clerk and off they went. Harry was carrying a plastic on one hand and on the other, he wished he was holding Gwen's hand. They walked past a few couples, just walking holding hands which made the scene even more awkward for them two.

'Has anyone told you how beautiful you look today?' said Harry. Gwen was caught by surprise, again deep in her thoughts

'Huh? Sorry what was that?'

'Nothing, I was just saying how beautiful the weather is'

'Yes indeed, summer is right on our doorstep. You could feel it in the air'.

'Yeah I guess so'.

On the horizon the sun was setting. It dispersed a beautiful orange, reddish mix in the sky. No matter what humans produce on a piece of paper, they'll never be able to produce anything as spectacular as nature. Harry clasped Gwen's hand and pulled her towards the rails over-looking the beach.

'Look Gwen! Welcome to my world. This is the kind of scene I see every day. Don't you think?' There it is, a genuine smile. This certainly felt different, there was excitement and the look on her glistening eyes showed that she was happy.

'I never knew that it could look so beautiful. I mean I've seen them before, but this just looks….. Beautiful'

'It certainly does' Harry said savouring every inch of Gwen's radiant beauty. It didn't take long before Gwen realized and she gave Harry a smirk.

'What are you looking at?' Harry was caught off guard and quickly shifted his view towards the sunset. 'Nothing… just the sunset'.

Now that both weren't too distracted by nature, they finally realized that they were holding hands the whole time. Both looked at each other's eyes and blushed, but neither let go. 'Shall we head back now?' Harry asked.

'Alright'

Before either could take a step, they were confronted by a hectic looking Liz who were running straight towards them. It didn't take a genius to realize something was wrong. Both Harry and Gwen froze confused by this.

'(pants) Gwen….(pants)….I've been looking all over for you' said Liz forcing those words in between her breath.

'Slow down Liz. Just take a deep breath' Gwen walked over to her and put her arms around her. 'What is it?'

'Your dad…..(pants)….. back at the ESU….. there was a creature that took down your father and his squad'.

**Author's Note: Review, Favourite, Follow if you liked. I miss that catchy opening... To be continued...**

'


	8. Chapter 8

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 8

'Ow! Ow! Careful! Stop touching Aunt May!' cried Peter trying to break free from his Aunt May's grasp. It was seven o'clock at night; he just got back from the hospital. Gwen stayed with him the whole making sure he didn't run away from the nurse who was trying to put a cast on his arm. It was getting dark outside and Gwen would have to walk alone from there. Peter decided to walk her home, like old times.

'Thanks' said Peter looking away from Gwen.

'What for?' Gwen asked.

'Just…. For being there I guess…..' Peter replied.

'Don't worry about it Peter…. It's what friends do… we're friends right?' Gwen said uncomfortably trying to hide the fact that she was blushing and that her heart was beating so fast.

'Of course we're friends! What kind of question is that?' Peter astonished at Gwen's sudden asked question.

'Nothing….. just making sure….. I guess….'

'Well there it is. See you at school tomorrow?'

'Yeah, see you, Peter. Good night'

'Good night Gwen'.

Peter didn't know why he suddenly remembered that. It was that feeling where you ran as fast as could but looking back, you think you could have gone faster. Peter thought that he wasted an opportunity. He felt like it could have gone more than just a good night greeting.

'Is there something bothering you Peter?' his Aunt May asked. Peter stood up from the couch where his aunt was sitting next to him.

'It's nothing aunt May, I'm just tired' Peter said then walked towards the stairs.

'You're going to bed already?! You haven't eaten dinner yet'.

'It's ok aunt May. I'm not hungry' Peter replied.

Peter stepped into his room and dropped in bed face-first. 'Well done Peter. You just blew another opportunity. Again…..

* * *

The next morning…..

'Petey! What happened! Your arm! Liz yelped at sight of him.

'Oh! I… uh…I tripped and landed awkwardly….. Down some stairs…' Peter just realized that he tried the same excuse to Gwen and didn't work.

'Did this happen during your work, while chasing spider-man around taking pictures of him?' Liz said making her voice felt and direct.

'Uh… yeah…. Yes! That's exactly what happened!' said Peter confidently trying to close the matter before she change her mind. 'Well that excuse worked on her' Peter thought to himself.

'Do you really want me to believe that?' said Liz again being direct. 'Look at the newspaper Peter, some guy named Nathan submitted these photos'

'Ah! Spoke too soon and who is Nathan?' Peter thought to himself. 'Sorry I-'

'It's ok if you don't want to tell me Peter, I'm sure you have a good reason. But! You have to let me take care of you' said Liz with a big smile.

'Yes Ma'am' Peter couldn't be any happier from that reply. Right now, he's kind of leaning towards Liz more than Gwen in terms of that.

Peter was scheduled to go shopping for Aunt May after school today, but he has a broken arm and his pocket is empty. Peter was so grateful a girlfriend like Liz. 'It's safe to say girlfriend, right?' Peter asked himself.

He watched Liz as he was walking by her side march through the supermarket scanning the shelves of anything form the list that Peter gave her. Peter thought that he saw a potential wife in her. With her just doing this kind of thing, looking after the kids while he goes about his web-slinging way.

'What are you smiling about?' Liz asked and waving a hand on front of him at the same time.

'Oh! I was going to say don't forget the eggs! Very important!' Peter said while shaking off his daydream.

'Got the eggs' Liz said while holding up the eggs.

Normally he would just swing through town after a day of shopping, but today was a little different. He was with Liz and they were walking down the streets together each carrying a plastic bag. Liz held Peter's hand on his injured arm in between them. No one said a word until they were away from the business of the city and was in the suburban area.

'What would you like for dinner? I'll cook for you'. Liz said turning to him smiling a huge grin.

'You don't need to do that. You've already done more than enough for me!'

'Ok…... I'll just be having dinner on my own then…... Mark is who knows where and my parents are out of town'. Liz said trying her best to emphasize her 'disappointment'.

'All right' Peter sighed. 'If it makes you happy'.

They arrived at Peter's house not too long after. Liz and Aunt May have met before but haven't been really properly introduced one another.

'Aunt May this is Liz, Liz aunt May' Peter said then stepped aside letting the two of them exchange greetings. Peter watched, leaning on a wall, Liz and his aunt unpack the grocery and prepare dinner. Then there it was again, his fantasy. This time he could imagine Liz cooking with a couple of toddlers playing on the floor and him walking up towards her and giving her a kiss.

Liz made some amazing Puerto Rican beef stew. Peter didn't have time to compliment her as he was too busy hogging all the food. Peter was exempted from washing the dishes which was done by Liz, she insisted. The least thing that he could do was walk Liz home to her apartment.

'Thanks for having me, Peter'

'NO! Thank you! You really shouldn't have…' Peter said at first defensive and insisting then he turned his head down scratching the back of his head.

Liz didn't say a word after and just pulled him closer to her. She kissed him on the lips. Peter was petrified but she just put her arms around his neck. She then pulled away, she wanted to say I love you words stuttered out of her.

'I…..uh...I love you Peter' She eventually got it together and said it straight into his eyes. Those words cemented Peter's face. He wasn't ready to hear those words yet, but he couldn't just leave Liz hanging.

'I…..uh…..I loved the beef stew!... Maybe you could make it again sometime!' Peter wanted to kick himself after that.

'Oh…' said Liz in disappointment 'I'd love too!' Liz gave him one last smile and a wave before disappearing behind her doors.

Peter just stood there stoned by blowing another golden chance. He was still confused about his feelings. He knew that he liked Liz, but he'd always thought that he loved Gwen. Right now he wouldn't know which one to pick if he had to choose. Peter's phone buzzed in his pocket.

'Hello?' Peter said into the phone.

'Hey, Pete, its Gwen….. I was just wondering if you saw Harry today at school… I didn't'

Now that Gwen asked, Peter never really noticed as he was too distracted by Liz the whole day. Now that he gave it a moment's thought, he didn't saw caught a even a glimpse of him at school. 'No, I didn't see him'

'I'm worried Peter, last time he disappeared he was taking that gobulin green stuff'.

'Don't worry, I'm on my way to his house. I'll fill you in when I get there'

'OK, thanks, bye'

'bye' Peter replied.

In the darkness of the night, Peter crawled his way on walls and jumping on top of rooftops to get to Harry's penthouse. When he got within vision distance, he could see that something happened. The glasses on the penthouse were shattered and parts of the walls were blown off.

'Really? One night without spider-man and this happens!' Peter joked to himself. 'Give me a break! I've got a broken arm!'

**Author's Note: Review, Favorite, Follow if you liked! To be continued...**


	9. Chapter 9

**Disclaimer: I do NOT own Spectacular Spider-man or the characters used in this story.**

Chapter 9

Harry stood by Gwen as they both watched the police squad get rolled in separate ambulances. He could feel Gwen trembling in sorrow. She leaned her head on his shoulder and sobbed. Harry knew that doesn't need petty words for comfort, she just needed a shoulder to cry on.

When they arrived at the scene, Gwen immediately dashed to her immobilised father on the ground. Harry looked around the scene to look for any clues that might compromise Miles Warren, then him in turn. Harry knew that it was another one of them experiments that he saw in the hard drive. This time, it looks like he created a monster. At least the others still had their consciousness, but this one was a beast. He walked over to a computer and found nothing but corrupted data. 'Good' he thought 'no trace behind'. A few dollars here and there, we can say that Miles Warren was taken by these beast. 'It should send anyone to a wild goose chase'.

Harry walked Gwen home. He kept a step away distance from Gwen, he didn't want to suffocate her by his presence and also, he wanted his presence to felt that he was there for her. They arrived at her house without speaking to each other. Before Gwen entered, she stopped and turned to Harry.

'Thanks for walking me home'

'It felt like it was the right thing to do…..' Harry wondered if that was the right thing to say, maybe to blunt. 'If you need a ride to the hospital, I can-'

'It's ok Harry, I'll make my own way there….. I just need to tell mom somehow…..'

'Ok…um if there's anything else you need just call!' Harry said as a good-bye comment, he turned but Gwen pulled his shoulder around. What came next was unexpected for Harry. He could feel Gwen's warm lips on his. He didn't know what to say or what to do, he just stood there. Gwen pulled away and just smiled at him before retreating into her house.

Harry couldn't believe what just happened and was smiling like an idiot. But first he needed to have a little chat with a certain Doctor Miles Warren.

* * *

'That was another one of your experiments wasn't it?' Harry asked Miles Warren as he was uploaded files into the hard drive.

'It worked better than I expected actually' Miles commented back.

'Was taking out the police squad expected?' Harry challenged him. The doctor paused then turned around at him. He walked closer to him until he was a metre away.

'If you aren't ready to make sacrifices, then you can't change anything. You're father expected big things from you. I don't think he'd be proud of you letting your emotions could your judgement. What's her name again? Gwen was it?'

'You leave her out of this!-' Just as Harry finished saying that, there a smashing sound upstairs, perhaps a wall blown off. Harry didn't waste any time and got his goblin suit on, got his glider and entered the scene. There was Doctor Ock, Vulture and electro ravaging through his house.

'Ah a goblin junior! Harry isn't it? Or should I call you Mr. OsBorn as you are the man of the house now?' said Doc Ock.

'I don't care what you call me! You won't be able to talk after this!' Harry threw back at him. The odds are heavily against him. Three powerful units against one. Vulture would be pretty much useless without his wings and Doc Ock without his battery. 'Electro is the problem' Harry thought.

They formed a triangle around him with Vulture and Electro flanking him trying to corner his movements. 'Big mistake' Harry thought 'I can just pick you off you're spread out like this. Harry dashed towards vulture throwing a couple of smoke bombs in the direction of the other two.

'I'll only have a couple of seconds before the other two react'. His target was the motor on Vultures back. But he was doing a good job keeping it away from him. Harry jumped off his glider and tackled vulture. His glider circled around and pierce the motor on his back.

'One down, two to go' the smoke cleared and only electro was visible. Harry was pretty much useless against Doc Ock without his glider. He was wrapped by mechanical arms from behind. It would take superhuman strength to break free of this which he didn't have. Electro was warming up a charge to blast him.

'I'm going down that easily!' Harry roared. Blades protruded from his armour's forearms. He ripped his way out of the mechanical arms. He ducked just in time to dodge the blast which smashed onto Doc Ock's battery. Two enemies were successfully down but the biggest problem is not eliminated yet.

Harry faced electro and brainstormed. He didn't possess anything that can counter him and his armour could only defect so much, depending on how big the charge is. The only option he's got is to tire him out or retreat.

Then Scorpion smashed up through the wall right in between them. Electro fired shockwave at it but they simply dispersed at his thick leather scale-like armour. It leaped at electro first because of that. Electro was completely helpless at the large monster towering over him. One whip off its tail dropped electro and it's seemed to have taken away his powers as well as the electrify surrounding Max disappeared revealing Max.

Just after Scorpion finished electro, Harry leaped at him throwing a backhand slash using the blade on his forearms. The blades simply shattered as it made impact. As he was hanging in the air stunned at what just happened, scorpion's tail wrapped around and threw him at a wall. Scorpion followed him quickly throwing a punch using his tail into the side of his face breaking off half of his mask then into Harry's gut winding him.

Harry dropped on all fours completely defeated. That punch sapped out his strength. He felt the tail wrap around his neck slowly tightening, suffocating him until he passed out from lack of oxygen. Scorpion let go and Harry dropped on the floor like a ragdoll.

Miles Warren emerged from the secret entrance behind the armour. He was carrying the red hard drive. 'Good job. Now we can report to the boss that we are ready for phase 2 of the plan.

* * *

Peter arrived at the scene with Miles Warren and scorpion hauling the other three villains. What's left was shattered glass everywhere, bit of the wall on the ground and goblin with half of his mask broken off showing off Harry face.

Peter was surprised to and wasn't surprised at the same time finding out who the goblin was. 'Looks like goblin runs in the blood' Peter commented. 'We better get you out of this costume buddy, before they throw you into jail.

**Author's Note: Chapter 8 & 9 were originally one chapter. I thought it was too long so I split it...anyway...**

**Review, Favourite, Follow if you liked! To be continued...**


	10. Chapter 10

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 10

The last day of school…..

'Harry seemed to have recovered fast from last night' Peter thought as he was watching Harry answer their last test for the year. 'That gobulin stuff must have boosted his regeneration' Peter looked at his still damaged arm. 'I wonder if spiders are sensitive to gobulin green?' Peter asked himself as he seriously considered sneaking in and taking one of those stuff. Peter was just fiddling with his pencil between his fingers as he was finished with his test. He could have left early but he wanted to wait for Liz.

He looked around the room to his surprise no one was itching to get out as soon as possible, except for him. Everyone had their heads down and thinking caps on and really taking this final test seriously. 'Even Flash!' Peter thought as he looked at the guy sitting next to Sha Shan. 'Sha Shan! What did you do to this guy?!' Peter laughed in his mind.

Peter failed to realize that Gwen was already done and was just looking out the window watching the birds and clouds fly by. Same time last year, Peter remembered, he was sitting next to her both of them would just be exchanging notes for the last half hour of the day.

Then there it was, the same buzzing noise that they all looked forward to everyday, but this time round, it just sounded a tad bit sweeter than all the other times. The bell went off, everyone looked up and gave a sigh of relief, and it was all over. They all stood up and piled their test papers keeping their excitements until they stepped out in the corridor.

'WOOHOO!' everyone cheered, Flash the loudest of them all. 'Beach prepare yourself! Here we come!' said the one and only Flash, hosting the beach party after school.

* * *

The beach was crowded that afternoon. It seems like it wasn't just M3 high school that had the same brilliant idea. It seems like every school has their own version of a 'Flash Thompson'. There were beach umbrellas everywhere, people chasing each other throwing footballs across the sand. Some are in the water laying lazily on their floaties while others were splashing water towards one another. On the sand, Flash was already nose to nose with another version of himself from another school. Moments later they cleared an area and set up for a volley ball game.

Everyone's attention seemed to have be drawn towards the event swarming in like bees on honey. Flash had already chosen his six-man team including himself, Kenny 'King Kong', Randy, Mark, Hobbie Brown and Harry. Peter lost Liz in the crowd, looks like somewhere inside her. Looks like inside her she was still a cheerleader and this just sparked it.

Peter had just returned from buying two cones of ice cream, for two people. He was just walking around looking for someone to share the ice cream with. Then found someone, away from the hyped crowd sitting on her own under a beach umbrella.

'Want some ice cream?' Peter asked Gwen. She looked up from her loneliness and smile.

'I'd love to! Peter handed her the ice cream then sat down next to her.

There was a moment of awkward silence between them. Each trying to avoid looking at each other but keeping watch from the corner of their eyes. They both licked their ice cream watching the crowd getting hyped up by the competition.

'How's your arm? I noticed you don't have your cast on anymore' said Gwen breaking the ice between them to hopefully start a meaning conversation.

'I went to the hospital last night after going to Harry's, they got it off for me. It wasn't bothering me anymore'.

'Already! It's only been couple of days since you had that injury!'

'You sound like the nurses that got my cast off! What can I say? I guess eating your veggies to pay off!' replied Peter. Gwen simply gave him the stare, she knew that he wasn't being completely honest to her. Peter simply just chuckled and scratched the back of his head. The crowd suddenly cheered, half of them collapsing into the centre cheering for the victorious.

'I guess we have a victor' said Peter.

Flash and company stood on the side watching the other school enjoy their victory. 'Who cares?! It's just a game! No Big deal!' yelped Flash throwing his hands into the air and walked off. Each of them one by one retreated as well.

Harry was searching through the crowd looking for Gwen but he found a lost looking Liz instead. 'Have you seen Gwen? Have you seen Pete? They both chorused. Then at the corner of their eyes they caught a glimpse of the two sitting under one umbrella, too close for Harry's liking, giggling at one another.

'You had one job! And you couldn't do it properly!' Harry blamed Liz. 'Keep him away from her!'

Liz acted at one jogging towards the pair. Suddenly an idea struck Harry. He took out his phone and captured a photo of Gwen and Peter enjoying each one's company. 'Pete needs to be reminded and taught a lesson' Harry mumbled to himself then he followed Liz towards Peter and Gwen.

'Petey! I've been looking all over for you!' said Liz.

'Hey Gwen! It's getting late, want me to take you home?' said Harry.

Both Peter and Gwen were caught off guard. Peter's attention was drawn to Liz's worried face but he just felt he needed to get one last glimpse of Gwen being strolled away by Harry towards his car.

'Where do you want to eat? ' asked Harry.

'I thought you were going to take me home?' replied Gwen. 'Besides, my mom is cooking tonight'.

'Mind if I join you guys?' asked Harry.

Their voices faded in the distance but Peter was still attentive to them, he could still hear them with his enhanced spider-hearing.

'What do you want to do now Petey?' asked Liz.

'Uh…' Peter said still looking at Gwen his mind far away from Liz. 'Uh… I guess I'll go home to…'

'Oh come on Petey! Its holidays! There's this amazing Asian eating place not too far from here' Liz said with a smile but suddenly vanished as she realised she doesn't Peter's full attention.

Peter was still watching Gwen as get in Harry's car. As soon as he lost sight of her, he turned to Liz who looked disappointed. 'Uh….. sorry…uh….. Why not!' Peter said trying to lift up the mood.

* * *

It was dark now, even so New York is still as busy as ever, especially this holiday season. Before leaving Gwen's place, Harry made sure he gave enough compliments to flatter Gwen's mom. He wasn't lying to half of what he said, the food was nice, maybe a little exaggerated.

Harry got home and took the elevator up to his penthouse. That's right 'his' Harry thought. 'I'm the man of the house now'. The elevator doors opened revealing the still smashed up interior from last night. He woke up this morning shocked, tucked in his bed and into his normal clothes. He had no memories of what happened in between the fight and his waking up.

He walked through the living room kicking a few rubbles along the way towards the knight's armour. Another thing he remembered, when he went down into his secret laboratory this morning, he found the whole place in ruins. Everything destroyed and Miles Warren gone including the red Hard Drive with him.

Harry punched the armour in front of him giving it a little dent on the impact. 'He was responsible all along! So he was responsible for police force down and Spider-man missing out in action lately for some reason. Now he cleaned up all loose ends that could lead up to him except…' Harry stopped at his sudden realisation. He heard someone dropped not too far behind him. 'Me'.

Harry pulled the sword next to the armour and swang it around. The figure tumbled sideways dodging the swing and throwing a couple of knives at Harry in the process. Harry parried one and the other. Now Harry could see the man, he was and had red-orange hair. There was nothing threatening about him, but there was one thing that bothered Harry. That psychopathic smile he has on his face.

'I'm guessing you're the one they sent to kill me' Harry said.

'They want you quite dead. They didn't say if butchered or diced though!

* * *

'Everything is going smoothly, I've taken all the necessary steps' said Miles Warren.

'What about Harry?'

'Don't worry, I've made sure he won't speak a word to anyone' replied Miles Warren.

'I don't want him dead'

'Don't worry, I've sent a professional' replied Miles Warren.

**Author's Note: Sorry this I took long to update. Had some Assignments due... anyway...**

**Review, Favourite, Follow if you liked! To be continued...**


	11. Chapter 11

**Disclaimer: I do NOT own Spectacular Spider-man or the characters used in this story.**

Chapter 11

'I've already sent someone but I want you to go as well' said Miles Warren.

'What for?' replied Scorpion.

'In case our friendly neighbourhood spider-man decides to join the party. You failed the first time, this time makes sure he's out of the picture. For good.'

* * *

It was a stand-off. Neither of them making a move, but their eyes always watching the other. Harry held the sword in front of him with two hands keeping it in between him and his 'to-be-killer'. He's bad feeling about him keeps on increasing by the second. He has never seen such coldness in one man's eyes. It's like he has no conscience whatsoever. At least that explains his delight on torturing his victims, he's quite a sadist.

'I'm guessing the person who paroled you is the same person who sent you to kill me' Harry sad with a half grin. 'It's not like you to take orders from… anyone! And certainly not someone who can be bought by money!'

'You talk a lot for a dead man! Maybe I'll leave you mouth for last when I slice you up!' said the killer. He threw a knife then dashed to Harry's right side flanking him. He knew that Harry wouldn't have time to defend both if he's got both hands on the sword.

Harry smiled at his killer's petty attack. He released his left hand from the sword and caught the blade in mid-air. He turned half of his body towards the killer and swung diagonally towards him. Using only knives, he couldn't possibly parry the heavy sword. He leapt off his in step backwards dodging the slice.

Now he saw an opening. He threw two knives towards Harry, one at the face and another towards his right leg. With Harry's right side still unbalanced from the swing, he could only block the one towards his face with his left hand holding the knife he caught. The knife pierced his right thigh. He could feel his balance shifted as he lost support on his right side. But that wasn't the end of the attack. His killer's face was now breathing space away from him.

Harry reacted quickly and slammed the hilt towards him. The Killer was hit but he was able to land another knife on Harry's left shoulder. The Killer held and rubbed his jaw where he got hit.

'I always like it when my victims resist. It makes the killing juicier!'

Harry dropped the sword and raised his right fist. He gritted his teeth as he thought of a way to get out of this. His Killer from standing still instantly dashed towards Harry. Harry reacted but his body wasn't following, he was stoned. Then there it was again, his nose almost touching his killer's nose. He could see his cold bloodthirsty eyes. Harry just let out a stuttering gasp as he accepted his fate.

He surprised to find the killer pulled away from him and was now holding up a picture. Harry's heart melted, it was a picture of Gwen. Right now he felt nothing but a burning desire to kill the man in front of him.

'It's simple. You don't talk, she lives. But that's no fun! It's so much sweeter watching your expression when I slice her up in front of you!'

Harry wanted to fight, he wanted to keep Gwen away from this freak. He gritted his teeth and his eyes burst to tears as he can't do anything. He has lost too much blood already and he could feel the effect getting into his head. 'If only I'm stronger' Harry thought. His vision started to fade and his consciousness left his with the killer's face being the last thing he sees.

The Killer stepped and kicked Harry's unconscious body, but it wouldn't budge. 'Come on kid! Get up! It was starting to get interesting!'

'Touch him on more time and I'll snap your neck' said a calm but deadly voice.

'Now that's the kind of voice you could never get tired with! Why don't you show yourself so I can take a good look at you babe!'

'Step away from him Cletus!' roared Black Cat stepping in closer to the scene.

'OH! If it isn't Felicia Hardy! You know, if you want to die? That can be arranged!' said Cletus. He threw a couple of knives towards Black Cat. She stepped back and disappeared in the shadows. The knives clanged as it hit the ground.

Cletus felt a movement behind him, he turned and met a brutal upper-cut on his jaw then a very swift jab on his gut. He landed on his knees both hands clutching his stomach. Black Cat pulled him up by the hair then punched him on the face. Cletus landed on is back knocked out.

'(scoffs) Trash! Said Black Cat. He picked Cletus and jumped into the night sky outside. She used her rope to manoeuvre her way to the ground. She dumped him at a nearby bin in a side-alley. Black Cat was about to call it a night when she heard glass shattering nearby. She was just too curious to let it pass.

* * *

'Look who's back in action!' Peter said to no one in particular. 'That's right! Your friendly neighbourhood spider-man!'

Peter swang though the night to his favourite look out spot, the empire state building. He looked at the city starting to light up as the sun vanishes on the horizon. 'Now that's a sight I certainly missed'. Peter spectated the spectacular view of the city, the bright lights reflecting off his white lenses.

'How ya' doin' New York? Missed me?' Peter's attention was distracted by a figure swiftly running through rooftops. 'hmm' Peter said as he followed. 'I wonder what got the cat curious.'

Peter followed keeping his distance far enough for her not to notice him. Even with Peter's spider speed, he was having trouble following Black Cat. 'What the hurry?!' Peter said. His surroundings were become more and more familiar. He knew that he has been here a lot before. With his enhanced hearing he could here metal clashing on metal. He gaze was drawn to it, towards Harry's home.

'Harry? Black Cat? What's going on?' Peter was puzzled at the situation. He was too busy thinking that he didn't realised the tingling sensation in his body. He was ripped from mid-air by a huge being and was tackled down on a rooftop.

Peter felt that his tackler's arms were unbelievably strong. Both of his arms were pinned, there was nothing much his legs could to escape. He felt the weight of Scorpion as they landed, especially around the ribs.

Peter gasped for air as he felt the pressure on his ribs. He was wiggling his arms trying to get free but to no avail. Scorpion let go and punched down towards Peter's head. Peter wasted no time and used that gap to flip backwards. The area where his head was now a dent on the roof.

'Ah Scorpy! Long time no see!' Peter said. 'You're still as eager as ever! Shall we start lesson two?!'

Scorpion paid no attention to his babbling and dashed forward, his tail over his shoulder ready to strike. He faked an attack with his fists bringing Peter to the side of his tail. Peter shot a web on his eyes blinding him. Peter summersaulted over him then shot a string of web catching scorpion's feet. He pulled and scorpion landed face first.

'I like your enthusiasm! Makes the lesson more intresting!' said Peter. 'Can I just say one thing? Never charge at the hero head on! Clearly you haven't watched enough movies!'

Scorpion twisted and freed his legs and eyes. His stood up and this time sized-up spider-man. His last words sunk in and got him thinking. 'Last time I broke your arm, this time I'll break everything!' He shot an acid out of his tail towards the left that spread in mid-air. Peter had no choice but to dodge it to his right. But scorpion with enhanced movements was already waiting with an upper-cut ready.

Peter got it right under his jaw sending him flying upwards. Scorpion wrapped his tail on his foot and slammed him on the roof. Peter ricocheted of the impact and while he was gliding, scorpion landed a kick that sent him over to the next building.

'Aarrrgghhh! He wasn't kidding when he said he'd break all my bones!' Peter groaned as he was coughing out of his pulled up mask. He pulled it down and clenched his ribs. 'Not good' Peter assessed as he watched scorpion leap from the building across.

Peter stood up and put his fists up. 'How do you beat this guy?' Scorpion marched closing the gap between them. Peter fired web bullets at him but they just bounced off. Scorpion threw a hook at Peter's head. Peter ducked and punched Scorpion in the guts. Scorpion lifted his knee up hitting Peter on the sternum. Peter ricocheted up and his neck was caught in scorpion's tail.

'I said I would break all your bones first!' said Scorpion.

'True!' Peter thought wishing it wasn't. Scorpion walked towards the edge of the building. 'Here we go' Peter thought. 'Brace yourself'. Scorpion jumped in mid-air and threw him straight down towards the street. Peter as soon as he left Scorpion's grip. Shot a web saving himself from the impact but suffering an impact on a window giving him a few cut.

He heard something land on the wall and before long Scorpion was inside. Peter was absolutely beaten, his body has given up the fight but Scorpion kept coming. It was then that Peter heard the last voice that he expected.

Black Cat tapped Scorpion on the shoulder. 'Hey handsome'. She threw a fist on his face. Scorpion was taken by surprise, losing his balance. Black Cat swept his legs with a slide tackle. She stepped in his chest and bent over releasing a very string sleeping gas on his face.

Peter couldn't believe what he just witnessed. She just deck a guy whom defeated him in two fights in two moves. 'Cat?'

Black Cat just looked at him then just through the broken window. Peter walked over to it watching her swinging with her rope and running through rooftops.

'Huh?'

**Author's Note: This by far was the hardest chapter to write... It might be little bit messy... anyway...**

**Review, Follow Favourite if you liked! To be continued...**


	12. Chapter 12

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 12

Peter groaned as he woke up the next morning as every move he makes sends a shockwave of pain to his brain. His muscle ached everywhere, he was amazed how he got home last night in his condition. He noticed his window that he had left open overnight. He must have used every drop of adrenaline left he had to push himself on. Now he was completely wasted.

Knock, knock. 'Peter? Are you in there?' asked his aunt May.

'Yup' Peter replied.

'Are you ok? I'm coming in' said his aunt. He twisted the knob and opened it halfway then stopped when she heard a yelp from Peter.

'NO! Please don't!' Peter panicked, he was still in his spider-man suit. 'I'm in a very rude state at the moment….. For a woman's eyes'.

'OH! I'm sorry! Are you hungry? Want me to bring up some breakfast?'

'YES! Yes! I'd love that. Thank you aunt May!' Peter said. His blood was boiling and his muscles were awake. As soon he heard the door shut, he jumped up and ravaged through his room for a pair of clothes.

As Peter was putting on his shirt, he saw his reflection on his mirror. He was shocked at the amount of bruises he got from his fight last night. 'Man! I really got schooled! Aunt May is going to freak!' Peter said to his reflection. He heard footsteps getting closer. He quickly put on his shirt then jumped on his bed pulling a blanket over him covering as much of his injuries as possible.

The door opened and his aunt appeared carrying a try of bacon and eggs with a glass of milk. His aunt gasped nearly dropping the tray. 'Peter! What happened?!'

'Uh…' Peter scratched the back of his head. 'I fell down a pair of stairs…. Twice….' Peter said with a huge smile. There a moment of awkward silence between them. 'I called that I was going to be late!... I'm in trouble aren't I?' Peter said.

'This is the second time in the week you came home late and looking like this. I think it's fair to say that you're grounded for a week' said his Aunt.

* * *

Harry's eyes shut wide open. He was met by a glaring whiteness all around him. His eyes slowly adjusted and he could see that he was in his room tucked in his bed. His wounds were tended to and wrapped in bandages. A gust of wind blew past causing the open windows to swing.

Harry sat up straight regretting he did so. The stab of pain in his left shoulder felt like it was freshly stab, he could still feel the pain of the blade. He shuffled his legs to the side and again regretted as he felt the same stabbing pain on his right thigh.

He looked at the open window with the curtains flowing giving way to the wind that was entering the room. He wanted to stand to look out the window, he might be able to catch a glimpse of his saviour he thought. His attention was drawn away when his phone rang on his bedside table. He shuffled over and picked it up.

'Hello? This is Harry Osborn speaking.'

'Hey Harry, its Liz'

'What is it?' Harry asked emphasizing that she was wasting his time.

'I….. I can't do it anymore…' said Liz.

'What do you mean? Come on be clear!' said raised his voice.

'I can't lie to Peter anymore… I'm going to tell him…..I'll tell him what we've done' said Liz with the hint of sorry in her tone.

'I thought this was what you wanted?! You finally got Peter back, I have Gwen and we all live happily ever after!' said Harry getting angry.

'But-'

'Listen to me! Just what do you think Peter will think of you?! He will hate you more than ever! Your chances of getting back together would be none! Is that what you want?! All our hard work would be undone because you can't contain a little guilt!

'I'm sorry Harry, I just live on lying forever' said Liz.

'Yes you can! Do it for yourself, do it for Peter! If you really want to be with him!' replied Harry. He waited for a response but Liz hanged up seconds after. Harry buried his face in his hands running possible scenarios in his head of what could happen if Gwen and Peter find out. He could cope with anything but the thought of losing Gwen. 'I can't let this happen' Harry thought.

He looked at his phone and saw the picture his took on the beach of Peter and Gwen together. He hated that picture and at the same time he could use it he thought. He dialled in a number and waited for a reply.

'Hey Mark, think we could meet up?' said Harry.

'Yeah… why?' asked Mark.

'I just thought you might want to see something' said Harry.

* * *

Peter was looking at his injuries that afternoon in his mirror. He was examining his bruises and most of them has shrunk if not gone. He was moving a little freely as well without an agonizing after taste of pain. Peter looked at his reflection and smiled smugly.

'Who is that good-looking man?'

'Oh wait! It's me!'

'I already knew that! You didn't have to tell me!' Peter laughed at his fooling around. He was awakened to reality by his phone ringing. He rushed to his bed and picked it up.

'Hey Petey!'

'Liz!'

'I'm bored… Wanna meet up?!'

'I'd love to but I can't…. I'm grounded…'

'That's Ok. I'll come to your house!... I'm actually standing in door step.'

Peter freaked. He picked up a shirt laying around 'It still smells alright' he thought then rushed downstairs and answered the door.

'Hey! What are you doing here?' Peter asked.

'I don't know… I guess it's the holidays…. There's nothing to do…. I thought we could spend more time together!'

'Yeah…. I'm not sure I-'

'Peter, who is it?' his aunt called out form the kitchen. She made her way to the door to see for herself. 'Oh! Hello Liz. How are you in this fine afternoon?' his aunt greeted.

'I'm very good! Thank you!' responded Liz.

'Peter! How ungentlemanly of you to make a girl wait on a date!' said his aunt. Both Peter and Liz were taken aback by her last comment. 'Go on now' his aunt was pushing him out the door closer to Liz until he bumped into her. 'You two have fun! Be back before Ten!'

* * *

'I thought you were grounded?' asked Liz looking into his face as they were walking in the side streets heading for silver spoon café.

'I'm little bit confused myself' Peter said giggling. 'Aunt May usually gets excited when it comes to me and… girls' Peter said that last bit looking away scratching the back of his head blushing not noticing that Liz was blushing as well. 'Well, here we are. Silver Spoon Café.'

'I remember when you first took me here' Liz said.

'To study right?' Peter said. 'That was back in the day when I was a geek you to you' Peter laughed. 'Those good old days'

'Well…. Maybe I might just call you something else if you're buying!' Liz said pulling him into the café. Peter's expression froze at that last statement. He was down to his last pennies since he last sold spidey photos to the Bugle.

'Uh…. We're just getting milkshakes right?' Peter asked worried. Liz didn't seem to hear anything as she kept on pulling hum enthusiastically.

'Mmmmmmm' Liz said in delight. 'This is really good! The best milkshakes I've ever had!'

'It better be good!' Peter whispered to himself as he was staring at his empty wallet. Peter picked milkshake up and looked at it. 'What's this stuff made out of anyway?' Peter asked himself. 'Gold?'

Liz was enjoying herself so much that she forgot what she wanted to talk to Peter about in the first place. She looked at him sipping his milkshake through a straw. She gripped her cup tighter. 'This was the perfect time' She thought.

'Umm….' Liz said.

'Hmm?' Peter looked at her.

'I….need to tell you something.' Liz said trembling.

'Are you alright Liz? What do you need to tell me?'

'I….. have been…..'

'Liz?' Liz looked into his eyes at the sound of her name. Those innocent and pure eyes. 'He's so innocent. How could I' Liz thought.

'I have been wanting to tell how special this place is to me' Liz said.

'Huh?'

'This is where I first noticed you'

'Oh'

'Yeah…' Liz said. 'I can't' Liz thought.

* * *

'Thanks for today Peter!' Liz saw that Peter was a little unsure at the word fun. 'Don't worry! I'm buying next time' she said then kissed him on the lips. 'I'll see you… soon'

'Yeah… soon' Peter said then Liz retreated into her apartment. 'Worth!' Peter thought 'Definitely worth every buck!' Peter skipped and kicked his legs up in the air. He felt like he could fly that moment. He looked at his watch at read seven p.m. 'Sweet! I have time to take pictures and make it home in time! Can this day get any better-'

'Parker!' Mark shouted across the hallway.

'Yikes! Spoke too soon! Peter turned to face Mark. 'Hey… Mark…. What's crackalackin?'

'I'll tell you what I'll be cracking! Your head!

'Did I miss anything?' Peter wondered.

**Author's Note: Review, Follow, Favourite if you liked! To be continued... **


	13. Chapter 13

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 13

'What'd you wake me up early in the morning for?'

'What's wrong with catching up with a friend?' asked Harry to Mark.

'You said you wanted to tell me something. What happened to you?!' Mark said in shock at his sudden realisation of Harry's bandaged injuries.

'Oh! Uh… I've been working out too much! You know….. Getting my body in shape. I'm going to try out for the team next year again' said Harry. 'Anyway…. How's your sister?'

'If this is what this is about. Better luck next time' said Mark in a dismissive tone. He was keen to close this conversation. 'She's still going out with that goof Parker'.

'Really? I thought Peter is going out with Gwen? Look! I have evidence.' Harry handed him his phone. His facial expression didn't change, his eyes did. Harry could see the burning anger there and he looks like he was about to rip someone's throat off. 'This could be interesting' Harry thought.

'I need to have a word with a certain Parker kid' said Mark handing Harry back his phone. He strolled past Harry as if he wasn't there. All this thought was focused on one thing.

'Hey Mark' Harry said stopping him in his tracks. He chucked him a white piece of device. The device used to switch Mark's armour on. When Mark realised he knew that he had just been played. He looked up to find Harry but he was faced by an everyday busy looking New York city with no Harry.

'After I'm done with Parker. I'm coming after you OsBorn'

* * *

'I-I-I I know it's hot and I know you're angry. But I don't think there be steam coming of you!' said Peter slowly stepping backwards towards the stairs.

'Well… think again!' Mark said as he turned into the Molten Man burning his top into ashes. 'I told you that if you hurt my sister, you're going to pay the price.'

'This is a big misunderstanding' Peter said with his arms up in surrender.

'Indeed, it seems I didn't made myself clear enough the first time' Mark said. 'Don't worry, I'll make sure we're on the same page this time!' Mark threw a fireball towards Peter. Peter tumbled backwards then ran down the stairs. The wall behind him exploded into magma. He could feel the heat radiating on his back.

'I wonder what got him so ticked off!' Peter thought. Peter ran around the corner looking ahead for a bathroom sign. There was one at the end of the hallway but Mark already made his landing on this floor. Mark was engulfed with smoke as his surroundings started to catch in fire. 'It won't take long before that smoke clears' Peter thought. He needed to take a turn now before he catches vision of him. The door that he smashed open led to very simple, neat room with an old knitting on a rocking chair.

'Pardon me ma'am! How ya' doin' this fine evening?' Peter said as he rushed towards the back window. 'I hope you don't mind if I use this' Peter opened it then climb out. He jumped onto the wall then crawled up to the rooftop where he changed into spider-man.

Mark made his way outside looking around for signs of Peter Peter. 'Parker!' he yelled into the darkness.

'Seriously. What is up with you kids picking on the smart ones.' Spider-man said from behind Mark hanging upside down from a string of web. 'You do realize that they'll most likely be your boss right?'

'Why are you protecting him?!' Mark threw a fire ball at him. Peter dodged but it continued on its path towards the apartments.

'I'm a hero! It's what I do! Fight for the weak' Peter responded. 'And he's not the one throwing fireballs around for starters' Peter mocked.

'Shut up!' Mark said throwing another fireball. This time Peter noticed the damaged those made on to the apartment. 'Not good!' Peter murmured to himself. 'I'll be back' Peter said to Mark.

He swung inside breaking through a window. Most people are already running towards the car park at the sound of the fire alarm. But there was no sign of Liz. He made his way towards her room but there was a huge rubble blocking the door. He could hear someone banging on the door screaming help. 'Liz!'

Peter busted into the next room. He jumped out of the window, shot a web to the rooftop then swung into Liz' room. He could see her on her knees with one hand slamming the door and the other catching her cough from the smoke.

'Help!' she yelped.

'Don't worry! I gotcha!' Peter said swooping her up then swung out the window onto the car park. 'Are you ok? Good! Stay here. Look after these people. And call 911!' Peter said to the exhausted Liz who was still catching her breathe. Peter pulled himself over the rooftop then jumped onto the other side of the building.

'Sorry to keep you waiting' Peter said to Mark. 'Saving citizens, it's how I roll'

'The only thing you'd be rolling is dirt six feet under after I'm done with you!' Mark responded. This time he threw fireballs from each hand. Peter easily dodged them both in mid-air but little did he knew that they would explode.

Peter was blasted towards the building leaving a dent in the shape of his figure as he dropped. 'Well that's new' Peter commented.

'Need a hand?' someone asked above him.

Peter looked up to see a hanging Black Cat above him. 'Last time I checked, Cats had paws' Peter said then dashing towards Molten Man with Black Cat on his trail.

'pfft. I'll take you both on!' Mark challenged increasing the fire engulfing him.

'Rule number one. Never underestimate your opponent' Peter said sending a series of web bullets towards Mark which just melted on impact, but at least he got his attention.

'Rule number two, always pay attention to your surroundings!' Peter said as looked at Black Cat who was holding up a gun loaded with gene cleanser. Mark felt the needle at the back of his head. He started to feel nauseous and weak. Looking at his hands he could see that his armour started to fade into ashes revealing his skin underneath. 'No!' Mark cried out.

'Rule number three, be graceful in defeat. That my friend is Combat one-O-one!' Peter said. The sirens started to get louder and eventually the cops got there with the fire trucks

'Captain Stacey! Glad to see you back in action!' Peter said to the Police officer.

'Thank you again for taking care of trouble for us. Not like you've ever done otherwise' George Stacey grinned at Spider-man.

'Yours Truly! I'll be around if you need me again' Peter said swinging on top of the building where he saw Black Cat waiting.

'Thanks for the help. I owe you one' Peter said in a light and friendly tone.

'Mr. Lincoln sends his regards' Black Cat said.

''Wait! What?! You work-'before Peter could finish the sentence Black Cat already disappeared into the night.

* * *

'Liz!' Peter approached the Liz in the crowd who were being attended to by the cops while some were rushed into the hospital in ambulances. 'Are you ok? I saw police cars drove past! I came as soon as I could!'

'I'm ok Petey… but Mark…. He's going back to jail again.' Replied Liz. Peter could see in front of them Captain Stacey guiding Mark into a police car. 'I'm don't know what to do!' Liz buried her face on to Peter's shoulder. 'I lost my brother and my home. I don't have anywhere to go'.

Peter wanted to help but with a photographer's salary, there's only so much that he could do. He wrapped an arm around Liz's waist and the other on the back of her head caressing her. 'You could stay with me and my aunt for a while. I'm sure she wouldn't mind' Peter said with hope.

'Is that really ok?' asked Liz.

'Sure its ok! You already know my aunt and just by watching, you guys really get along well! And we have spare bedroom, a guest room where you could stay for a while.'

'Oh Petey!' Liz said in rejoice.

'Hey, you took care of me last time. It's only fair if I return the favour!' said Peter.

* * *

Harry got home that night shocked at the state of his home. This morning it was all smashed up and now, it was….. Neat and tidy.

Harry walked around examining every wall, every furniture. It was restored to the way it was, even the furniture were replaced.

'Huh?' was all Harry could muster at his shock. 'I wonder who did this.'

All of Harry's questions and confusions were answered when he entered him room. On the side table there was a white envelop that simply said _In Courtesy of Mr. Lincoln _at the back. Harry ripped the seal and pulled out the content, the letter.

It read:

_Mr. OsBorn,_

_It seems that we are all faced by the same delimma. I know that neither of us want nothing to do with each other but we need to set aside our…. Differences. I assume you already know the contents of the hard drive that Miles Warren took with him. It has the contents of mass producing an army of 'super beings'. He will destroy everything and start a new empire. It is up to us to stop this menace. I will be waiting for you response._

_Regards,_

_ Lincoln_

'A war huh?' Harry said.

**Author's Note: Review, Follow, Favourite if you liked! To be continued...**


	14. Chapter 14

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 14

'Do you really think it's wise to let these… amateurs in?' asked Black Cat from the shadows in the corner of the room.

'They will get the job done. We will need their strength if we're going to rip that hard drive from Doctor Warren's fingers' replied Tombstone from behind his desk in his office.

'Why don't you stop hiding behind your desk and do it yourself? It's like what they say, you want to do something right you do it yourself' said Black Cat.

'Not really my style. Besides those boys are more than capable'.

'What makes you think they'll accept the job?' asked Black Cat.

'They will, it's their city as well'

'I guess we're leaving the you want the drive for yourself part then'

There were noises outside Tombstone's office. Noises like guns being fired, metal-on-metal clashes and the occasional banging on the wall. There was a moment of silence before the huge double doors busted open. There was a black hooded figure with all four of Tombstone's bodyguards tied up. He threw them into the room onto the floor.

'I like the hospitality' Harry said. 'Very welcoming'

'My apologies, Mister Osborn' replied Lincoln. 'I told them I was expecting a Mr. Osborn not a goblin'

'I want in. If we're going to take down that traitor Miles Warren then I'm in!' emphasized Harry. 'How are we going to do this? Do I need to sign a document or-'

'You just need to wait, we're waiting for one more member' said Lincoln.

Seconds later there was a thud on the window. The kind of thud the birds make when they kamikaze into the window but this one sounded bigger. In fact it wasn't a bird at all.

'(Groans)… That hurts…' Spider-man said in a muted voice. 'Knock knock? Anyone home?' Peter asked knock on the window pane. Tombstone stood up and unlocked the windows.

'Since when did you start locking windows?!' Peter said holding his face.

'Since a certain spider-man started swinging in without permission' replied Tombstone.

'What is this all about? You wanted my attention so here I am!' asked Peter.

'I need your help spider-man. I need to stop Miles Warren before he destroy Manhattan' said Tombstone.

'And then what? What's the catch? I don't believe you want to save New York out of the goodness of your heart!' replied Peter.

'Do you really think I can take on his army alone? We'll settle our differences later. Right now New York is in danger'.

'No. There's only so much one freak can handle' said Peter. 'I don't like it but I'm in'

Tombstone acknowledged his answer by a small bow of his head. 'I guess it's time for you to meet your colleagues'

Black Cat and HobGoblin stepped out of the shadows and revealed themselves to spider-man.

'Gob…. Long-time no see.' Said spider-man.

'Just so we're clear. We're not friends!' replied Harry.

'What about you Cat? You here to make friends?' asked Peter.

'I think we all have our reasons why we're here' she replied coldly. 'And just so you know. We're not friends'.

'Geez! What's up with all the drama?!'

* * *

'Ok, so our first assignments that night was to ambush the enemy. With Miles Warren cut of form the funds of OsCorp. If he's going to make any progress in his plans, he's going to need that money. And if you're thinking like a bad guy, the first thing that comes to mind is robbing a bank. Just these morning more than ten million disappeared from OsCorp which is bad news, they already have the money. The good news is we were able to trace and zero in on the location' Peter ran through the plan in his head.

'Seriously! Underground! Villains these days are so cliché!' Peter whined. 'It's gross down here!'

'Don't you ever shut up?' said Harry. 'Stop complaining!'

'Says the guy floating mid-air on his glider!' Peter shotted back.

'Less talk and more action boys! We're getting close' said Black Cat.

'You should ashamed of yourself _Mister OsBorn._ Why don't let Cat on your glider and you walk on foot like a real gentleman!' said Peter.

'Why don't you close your mouth before I do it for you!' replied Harry getting impatient.

'Bout time you got here' echoed Montana at the end of the tunnel. 'This is as far as you go!'

'Who are you supposed to be?' asked Harry.

'The name's Shocker' replied Montana.

'The name's Mud as far as I'm concerned!' Harry said charging in. He threw a couple of bombs towards shocker which was deflected back from the pulse shocker released. Harry detonated them before he could reach him failing to realise that rhino had smashed through the wall on his left side. Harry didn't had time to react. Rhino grab his glider from underneath his feet and snapped it in half. Harry flew towards Shocker where he receive a dose of the powerful pulse that sent him through the ceiling unto the surface.

'(scoffs) Amateur' Cat said. 'So much for our little surprise attack. Let's take the fight outside, we don't want our lead to get buried in the aftermath'.

'Right' Peter concurred. 'Hey O'Hourn! Is it just me or have you gotten even uglier?!' Peter sling shotted himself towards Rhino feet first. He landed on his chest but he barely budge. Rhino wrapped his arms around him like a bear hug and squished.

'I've got you now!' Rhino raged back. Peter got his arms free before the arms wrapped. He shot a web on Rhino's eyes causing him to let go and use his hands to free his eyes. Peter dropped to the ground and webbed Rhino's feet together and slipped behind him.

'Yoohoo! Over here!' Peter said when Rhino finally removed the web. Rhino twisted and turned but lost balance as his feet tripped over each other. Rhino fell face first on to the sewer water.

'I bet that didn't taste good!' Peter teased.

'Spider-man!' Rhino roared.

'-is amazing!' Peter continued. Making his way to the whole that Harry got busted through. 'Come on! Over here! That's a good Hippo!' Peter said trying to get Rhino out of the tunnel. Rhino got up and punched holes on the wall and used them to climb up.

* * *

Black Cat just ran past Rhino trusting Spider-man would distract him. She dashed straight towards Shocker.

'Wanna play Kitty? Catch!' Shocker said as he sent a shockwave towards her. Black Cat side-stepped it gracefully then kept on coming.

'Stay still you little hamster!' Shocker raged as he sent waves after waves but Black Cat dodged all of them without a sweat.

'Is that all you got?' Black Cat said in striking distance. 'I'm disappointed' Cat said punching through the vibro-shock units on Shocker's right arm then swiftly landing a kick on the side of his right knee causing him to collapse on one knee.

'You're pretty good' Shocker complemented. 'But I'm better!' Shocker released an explosive protective shockwave pushing Black Cat onto the wall.

'One down, on to go' Cat said as she got up on one knee. She dashed forward again this time instead of side-stepping a pulse, she jumped into the air horizontally spinning like a top. Her claws caught the other vibro-shocker on a revolution slashing downwards. The circuits fried then popped then blew blowing shocker on his backside.

'While you're sitting down, might as well tell me where Miles Warren is while you're comfortable' said Black Cat lifting Shocker's chin up with a claw.

'I'm not gonna turn in one of my own!' said Shocker. 'You'll find it easier going through a needle's eye than squishing the answer out of me!'

'I guess I'll just have to be more persuasive then' Black Cat said.

* * *

'You all right Gob?' asked Peter giving his hand towards Harry.

'I'm fine!' Harry took Spider-man's hand and pulled himself up. It felt a second too long that they were holding hands. 'Get your hands of me!' Harry yelped pulling his hand away.

'Ok! I'm just being nice!' Peter pulled his hands in the air while backing away.

Rhino came crashing through the ground seconds later. Then lights slowly started to flash on revealing more and more of their surroundings, and their foes. Doctor Octopus, Kraven the Hunter and vulture.

'We seem to be in a warehouse' Peter commented.

'I'll tell you exactly where you are' Doc Ock said tapping his fingers together. 'Your deathbed'.

**Author's Note: Review, Follow, Favourite if you liked! To be continued...**


	15. Chapter 15

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 15

Octopus jabbed a mechanical arm towards them. Peter and Harry both leapt in opposite directions dodge the lethal blow that crushed the ground. 'You take the right I take the left?' Peter said. Harry was already in a brawl with Kraven in a wrestle of strength.

'(sigh) Always on the move' Peter said.

Peter sensed something swooping from behind him. He jumped, flipped then shot two strings of web on vulture's wings. He pulled himself closer and tried to stir him into a wall but Peter was snatched away by one of Octo's arms and slammed on the ground.

'Now, where should I start dissecting you arachnid?' said Octopus pinning spider-man down on the ground pointing two arms with spinning blades at him. Peter shot two webs past each of Octo's shoulder. 'You missed!' said Octo. Peter felt his web land on vulture and pulled. Vulture crashed on Octo's back causing his to lose grip on Spider-man.

'Sorry Doc, I'm not planning to be you lab rat- spider rather' said Peter.

Harry lost the struggle and fell backwards but used that momentum to flip the table and flip Kraven backwards. With finesse, Kraven flipped in mid-air and landed softly like a feather. Harry wasted no time and attacked before Kraven could think. He jumped into the air for a flying kick but Kraven easily caught his attack. Harry bent that knee, twisted and kicked with his other leg. Kraven's grip loosened at the impact. Harry landed then sent an upper-cut under his jaw. Rhino came charging in from behind Harry. With those loud stomps, Harry heard him coming from a mile away. Harry turned and slide tackled both of Rhino's feet causing him to tumble onto Kraven.

That was just a momentary victory as Rhino and Kraven got up. Rhino charged with Kraven on his back. Harry braced his feet and pulled his right arm back behind his waist. Without his glider is pretty much without with bare fists, literally!

'Heads up! Incoming!' Peter yelped as he came swooping in kicking Kraven off rhino's back. Harry stepped in at the closing in rhino and threw a right jab into his gut. Just as he thought, rhino barely budged. Harry used the blades on his forearm and sliced at the exposed face rhino. Rhino getting angry, grabbed Harry and threw him towards a pillar. Harry barely had time to catch his breath but rhino came crashing in taking down the pillar and smashing Harry in between. Harry rolled and recovered then then pulled a bomb out and threw it at the ceiling above rhino. Rhino stopped and followed it with his gaze. To his astonishment the ceiling came crashing down on him.

'Kraven ready for re-match!'

'Is Kraven ready to lose?!' Peter taunted spitting a series of web bullets at him. Kraven charged through the wave ignoring the few cuts he revieced form the bullets. Spider-man ran backwards onto the wall with Kraven pulling bit of the wall as he tried to keep up. Vulture came flying in the opposite direction cutting off Spider-man's path.

'You just made this too easy!' said Peter as he shot a web to vultures eyes then shot a web to a pillar behind him swinging away from the collision. 'Man, I'm good!' Peter said completely forgetting that Octopus was still standing. In front of him.

'Ooph' was the noise as air escaped Peter's mouth when he smashed into one of Octo's arms. 'Quite Premature' Octo commented.

Peter climbed onto his mechanical arm then jumped onto the next one swooping at him. 'Dodge! Dodge! Haha! You missed! Peter said as he was jumping around Octo's arms. By the time he was finished, Octo's arms were all tangled up and lost he balance falling on to the ground.

'Ladies and Gentleman! Feast you eyes on the Oc-Tied-pus!' Peter mocked.

'Again, premature' Octo said. He freed one arm and grabbed Spider-mans' foot holding him upside down.

'_Ring, Ring' _Peter's phone rang. 'I have to answer that!' Peter said as he flashed his spidey-signal from his belt onto Octo's face. While distracted, Peter bent, twisted and snapped the arm holding his foot and picked up the call.

'Hey….. uh ….. I'm kinda busy…Can't really talk right now' said Peter.

'It's ten O'clock, you haven't and your aunt is freaking! I'm freaking! Where are you?!' replied Liz.

'What?! Ten! Already!' said Peter in shock while jumping up dodging Kraven's attempt to tackle him.

'Yes! If you don't want to be grounded again, you better come home soon!' replied Liz.

'OK, on my way. I'll see you later. Bye' Peter hanged and put his phone away. 'Hey Gob! Let's wrap things up'. When Peter looked over towards Harry, he was flying towards his face.

* * *

'Yikes' was the last thing on Peter's mind.

'Next time! Say a better wish!' said Harry shuffling for room in a very tight situation he was in. Peter looked around then realized he was tied back-to-back with Harry from head-to-toe upside down.

'This wasn't exactly what I had in mind!' Peter chuckled. 'Where's Cat?'

'She's still out there' replied Harry. 'But don't expect much, she's a cat. It's in her nature to be a pussy cat.'

'OUCH! Harsh! Said Peter. He looked over at their captors who were in a huddle talking to each other. 'What do you think they're blabbering out over there?'

'Kraven says we rip off their limbs first!'

'Octopus says that's a stupid idea! We don't want to make this messy!' said Octopus. 'Yes Rhino? You had your hand up.'

'I was going to say crushed their heads but I guess that counts as messy' replied O'Hourn.

'I say we do it in public! Show that city whose boss around here!' said vulture.

'I say we take off spider-man's mask first and see who's behind that mask. Then we humiliate them in public then rip off their limbs then crush their skulls!' said Octo. All cheered in agreement or roared in Kraven's case.

'Here we go' said Peter in a bored tone.

'Before we put you out of your misery, we shall take off that mask and see who you really are' said Octo.

'Oh no no!' Peter thought. 'Please not the mask! Anything but the mask!

* * *

Black Cat watched from the shadows as the crew tied the unconscious spider-man and hobgoblin together. 'Amateurs' she scoffed. She watched as Octopus and his crew shove each other to have their own way first. Eventually they all huddled together and talked it over. 'How civilised of them'. They broke their huddle and walked towards they captured prey.

'Gotta make a move' Black Cat pulled out two guns each loaded with a tranquiliser needle. She aimed the two guys at the back of the pack. Rhino and Octopus turned at the sound like a sack of potato dropping on the floor. But it wasn't a sack of potato, it was vulture and Kraven both have a needle at the back of their necks.

'Go and check' Octo ordered Rhino. Rhino marched into the shadows and dropped as soon as he disappeared from the light.

'Rhino?' Octo asked the darkness.

'Don't worry, you friend is just taking a nap' said Black Cat stepping out of the shadows. 'I'd say he'd be up in about an hour judging by his size'.

'Don't underestimate me little girl!' said Octo. Before he could blink, Black Cat shot her rope gun on to his battery pack. Circuit's fried and a sudden pop then all his arms were limp. Black Cat walked over to him and bent down. 'Where can I find Miles Warren?'

'You're too late you can't stop him now' said Octo.

'Fine' Cat said then sprayed a small dose of sleeping gas.

* * *

'Perfect timing Cat! We would have been spider-goblin stew!' spider-man said swinging through the night with goblin on his shoulders

'We wouldn't have been if you weren't so busy talking on your phone!' said Goblin.

'Excuse me! I had three guys on me! You only had one and you couldn't even handle him!' Peter challenged back. 'Why do I have to carry this guy?!'

'Because I said so' said Black Cat coldly.

'Yes ma'am' was all Peter could muster.

* * *

Peter swung on their roof and was going to slip in to his room by his window when he noticed that the light downstairs was still open.

He changed then climbed down. It seemed that the slower that he goes, the louder the door creaks. Peter tip-toed in and peaked around the corner in the kitchen. Peter saw from the clock on the wall that it was mid-night. 'Blimey!' Peter creaked. He turned the lights off and was on his way up stairs when he saw a movement on the couch.

Peter walked over to see Liz as sleep on the couch. Peter couldn't help but smile. He slid a hand under her then picked her up gently making sure she didn't woke. Liz groaned and Peter froze bitting his teeth.

'Petey?'

'Sorry, did I wake you?'

'I told aunt May to go to sleep and that I'd wait for you. Where have you been?'

'Uh… just in town….. enjoying the city lights…..'

'Didn't know city lights can give you a black eye!' said Liz yawning.

'… Let's call it a night shall we!' said Peter closing the conversation.

**Author's Note: Review, Follow, Favourite if you liked! To be continued...**


	16. Chapter 16

**I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 16

Peter woke up that morning on his bed, so he thought. He wondered what time it was, how long he has slept in and why was it so dark. He tried to move but he was restricted to a one-dimensional axis. He run his hand along the floor but can't lift it off. 'Floor?' Peter thought. His consciousness started to gather with his panic.

'What happened? Where am I?' where the questions Peter ran in his head. He could feel something pressing him down restricting his movements.

Peter groaned at his bruises and shuffled along the floor reaching out, crawling for a way out. Then his hand hit an unexpected barrier, it felt soft and warm. Peter pushed through and there was a glaring light that reached in blinding him still he pushed through. He poked his head out, he could see an enormous cube of light ahead. After a few seconds his eyes adjusted and he could a sky blue colour with white patches scattered across.

Peter saw a couple of birds flying in to the tree just outside bring breakfast to their young. 'A window?' Peter asked still confused. After a moment of scanning his surroundings. Peter realised that he was under his bed. Peter crawled out and stretched his cramped cramp muscles.

'Ow! Ow!'

Peter walked down stairs following the beautiful scent emitting from the kitchen, the smell of pancakes. 'Perfect start to a perfect day!' Peter thought. There was his aunt setting up the table while Liz was sitting on the couch in the living room reading the newspaper.

'How's you first night in the Parker residence? I know it may not be as grand as your apartment but-'Peter was interrupted.

'It felt like home!' Liz said.

'Great! I'm glad to hear that!' Peter replied rejoicing at those words. Peter's attention was caught by the headline on the front page. 'Menace hat-trick' Peter murmured.

'I think I'm going to give aunt may a hand. Oh and get keen! I'll be cooking dinner tonight!' Liz said dropping the newspaper on the couch. Peter sat down, picked up the newspaper and read. It was a two page spread-out consisting photos of spider-man against Molten-man and Otto's crew. Peter couldn't help but notice that spider-man looked to be on the losing side in those photos

'Jonah really has a bad taste when it comes to pictures' Peter commented. 'Speaking of pictures, I need to drop by the Bugle and grab that pay list. I'll write that on my to-do list. But more importantly…' The other set of pictures were of Metro Bank and Midtown Bank. It was still under investigation how it was robbed without the alarm system going off. It was found empty this morning.

'They still had men to spare. Dealing with Otto's crew was bad enough!' Peter thought. 'If this is going to be a gang war, then we're outnumbered!' Peter rested the newspaper down then he dug into his pocket for his notebook. 'All right, so…. First the Bugle for my pay check, next see what the police have on the bank then give have a little chat with Mr. Tombstone'.

Peter felt exhausted looking at his duty list. Ever since school ended, he's been in uniform every night going about his web-slinging way. 'Some nights hurts more than others' Peter said. He was about to walk in to the kitchen when he heard a knock on the door.

'I got it!' Peter called pulled the door open and to his surprise he found Gwen.

'Gwen! What are you doing here?'

'Harry hasn't been answering my calls lately and every time I come to his house he's not there' Gwen said. Of course it all made sense to Peter knowing that Harry was the goblin but Gwen doesn't know that.

'We haven't talked since his father died. It's like….. He's been zoning me out' said Peter. Now that Peter thought about it, it's kind of odd. Sure he's the goblin and all but shouldn't affect his social life, should it? When you lose someone the people you tend turn to your closest friends, but Harry just turned his back on Peter.

'Which is exactly why all three of us need to sit down together and talk. Now!' said Gwen.

'Now?! I… can't ….. I have things I need to do' Peter said feeling his notepad in his pocket but that was far from his biggest concerns now. Gwen was giving him the look. 'Uh….. Maybe this evening…. We could all have dinner together!' Peter said making it up as he went along. He was kind of proud at that that was a wonderful idea he thought but Gwen was still holding the look.

'I'll be there…. Around…. Six? Maybe seven…..

'Well, better leave you to your 'responsibilities'' Gwen teased and let go.

* * *

It was a very busy Monday morning in the Bugle. With most of the staff taking a break over the weekend, work have piled. Walking in a straight line wasn't an option, Peter tried it. People were coming from all directions taking Peter with the flow. Somehow Peter found himself in front of Betty's desk.

'Glad there's someone normal I can talk to around-…. Here. I'm talking to an empty desk…..' Peter said feeling like a fool. Peter turned around looking for help. He spotted Jonah barking orders standing in front of his office. 'Um…. Excuse me Mr. Jameson…' Peter was bullied out by a stream of people coming in at the same time handing him papers, reports and coffee. Just when the coast cleared Foswell arrived.

'AH! Foswell! Just man I wanted to see!' said Jonah. Before Peter could say anything they were already in Joanhs office. Peter reached out a hand in hopelessness. 'Just my luck today…..'

'Peter!' said Robertson.

'Mr. Robertson!' Peter replied.

'I thought I told you to call me Joe?! Anyway anything I can help you with?'

'I was actually looking for Betty- I mean Miss Brant!' said Peter.

'Ah! She was working hard over the weekend, I think she was a little bit fatigued this morning. But knowing her she'll be back spic and span tomorrow!'

'Oh….ok…. I'll come back tomorrow…' Peter replied.

Peter put a cross next to the bugle on his notepad. 'Well that was fun' Peter sighed. Let's hope Captain Stacey has better news'

* * *

Peter knocked on Captain Stacey's office window which was normally open.

'Spider-man. What can I do for you son?' asked George after opening the window but spider-man just sat on the ledge.

'I heard there was a bank robbery last night, a couple of them. Got something you didn't tell the goof Jonah?'

'The three attacks last night were all connected. We still don't have the facts to prove it, but it's just too good a coincidence that it happened on the same night'

'So you're saying Otto's responsible for the bank robbery?'

'Twas why he got you distracted. As of the bank robbery themselves we found these in both Metro and Midtown' George pulled a drawer and pulled out two clear plastic bags. 'All the security cameras in the place were bugged, I'm guessing these little guys were responsible. Recognize them?'

'Yeah. They look like one of Mysterious little imps, same skeletal type anyway. There's only one guy in town who can make these, Tinkerer' replied Peter.

'As of the money stolen, there wasn't a trace no fingerprints not even a scratch. These guys were very careful and they had all night to do it.' Said George. 'Don't you have somewhere to be' said George on a lighter note. Peter looked at the clock on his desk, it read five o'clock.

'Blimey! Already! Thanks for the talk Cap! Gotta swing!

'One more thing, I had the city sealed off during the robbery. Wherever they're hiding, its somewhere local' said George.

'I'll keep that in mind'

* * *

'Ok, I'll just have a quick a chat with tomby and I'm off! I don't want Gwen giving me the look again' Peter said as he swung through Manhattan.

'Mind sharing what the Captain told you?' asked Black Cat from behind him.

'Oh Cat! Gee…. I don't know….. Maybe if you ask nicely' Peter teased.

'Don't push it. This Cat's patience is limited' replied Cat.

'Ain't that a bummer!' said Peter. 'Apparently our bank robber last night is none other than Otto. He had someone called the tinkerer to create bots that tapped the security system. Of course he can't do much now. Being behind bars and all'

'Hmmm… I don't think so…..' said Black Cat.

'Oh yeah?! Care to share? It's only fair since I shared my little secret' Peter teased again.

'Whoever these guys are they're not in league with Otto. Montanna spilled last night, they stole no money. They were already working on something when we showed up. That was just a distraction. Whoever this tinkerer guy is he's working for someone else'.

'What about Gob's money? Ten million stolen?' asked Peter.

'That was how they knew we were coming. Ten million just popped out of nowhere. This means that we have a two problems. A double agent and second the enemy is now two steps ahead of us'

'Tomby is not going to be happy when you tell him that' said Peter.

'Who said I'm done one telling?'

'Fine! Last one there tells!' Peter said.

* * *

'That turned out better than expected!' Peter thought to himself. 'No grumpy tombstone and I get to go to an assignment with Black Cat, just us two! Find the location'

'We make a great team don't you think?! You and me, us, Spidey and Cat saving the world together! Fans love a little romantic twist' said Peter.

'I thought I already made myself clear. We're not friends' replied Cat.

'Ok fine! Baby steps!...' Peter said. 'Look I know what it's like to lose someone important too. But I do what I do to honour that person. Because I know it'd make them proud. Your father sacrificed his freedom for you. I don't think he'd be proud if you waste the opportunity he's given to you…. It sounded lame didn't it?'

Black Cat spotted a target and swooped down. It was the usual suspects, the inconspicuous surcoat and hat outfit and dark shades. 'Remember what happened the first time Cletus?' Cat asked.

'It won't happen a second time' said Cletus.

'Now there's your problem' Peter said. ' You have second problem in me'

'AH! Look what the Cat dragged in!' said Cletus turning around to face spider-man.

'The spectacular spider-man!' Peter said.

'All yours' said Cat. Before Cletus could even move a muscle, Peter shot a web to the knife he was holding and pulled.

'Didn't you mom tell you not to play with knives?' Peter mocked. Cletus threw a couple of knives then charged, each knives aimed on either side of him. Now he has no choice but to face Cletus. Peter just tied Cletus's feet together with a web and it was all over.

Peter wrapped him in web and hang him upside down just outsie Captain Stacey's window. 'Wonder what he was up to?' Peter asked.

'He was probably at Osborn's' replied Cat. The mention of OsBorn zapped Peter into reality, he forgot the dinner with Harry. Peter was kicking himself in his mind. Now he would have to come up with an excuse to Gwen and ' ….. oh no!' Peter just remembered that Liz was going to cook dinner for him. 'Just my luck today' Peter said to himself.

'I'd love to stay and Chit Chat Cat but I've got an appointment! Ciao!' Cat was giving him a death glare for abandoning her in a middle of an asssigment.

'Really important!' Peter called back.

Cat looked at the upside down Cletus who still has the idiotic smile on his face.

'Why don't you tell me what you were doing at OsBorn's if you want to keep your ugly face' Cat threatened him with claws circling around his cheeks.

'I've always wanted a plastic surgery!' replied Cletus. Black Cat knew that he wasn't going to spill.

'Have fun in jail' Cat retreated to the rooftop.

'I'll say hello to your father for you!' Cletus called after her.

'Have the arrangements been made?

'Yes Mr. OsBorn' replied Miles Warren. 'Everything is going according to plan.

'Excellent'.

**Author's Note: Review, Favourite, Follow if you liked! To be continued...**


	17. Chapter 17

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 17

It was awkward that morning. Aunt May went over to the Watson's next door. It was just Peter and Liz in the house and not one of them has spoken a word. Peter knew that Liz was upset with him from last night. He knew the words to say but just didn't know how to say them.

Peter looked up from his cereal bowl. There was Liz on the opposite side of the table reading a book. She swept a strand of loose hair behind her ears with her fingers. That motion mesmerised Peter. Who knew that someone like Liz, one of the prettiest girl in the school, would take notice of someone like Peter let alone choose him over the famous Flash Thompson. 'And what did I give in return?' Peter asked himself. 'What does that make me?'

'You better hurry up or your cereal will go all soggy' Liz said. Peter was lost in his thoughts that he didn't notice that Liz was watching him for a while.

'Right!' Peter put a spoonful of cereal into his mouth and swallowed. 'Hey Liz…. Uh…'

'Hmm'

Peter was lost for words. He thought he knew what he was going to say now his mouth was just opening and closing with the odd half a syllable sound. He finally gathered himself together but just when he was about to speak his phone rang.

'Gotta take this!' Peter announced. 'It's Gwen'

'Right…. Gwen' Liz replied.

'So sorry I couldn't make it last night!' Peter said. 'How'd it go?'

'I'm not sure….. There was an orange hair man that showed up last night' said Gwen. 'Without a thought Harry pulled me out and gave me to his butler to take me home'

That made sense to Peter. Last night, Spider-man and Black Cat ran into the guy of Gwen's description. He looked dangerous and according to Cat, he been visiting Harry a lot lately.

'Ok I'll check up on him'

'I'll be heading to the hospital with dad. They had the guy in custody last night but escaped when they were transferring him to the prison'

'So he escaped after all' Peter thought. 'Did anyone get hurt?' he said.

'Actually Carter and DeWolfe were in the car with him when it supposedly crashed. We're still waiting for them to gain consciousness. Dad said that something big came and ripped the car in two' said Gwen.

'Ok I'll be there after Harry' replied Peter.

'I've been trying to contact him but he hasn't been picking up'

'Ok, I'm on my way'

Peter put his phone in his pocket and pulled out his note pad. He listed his things-to-do for today while walking slowly into the kitchen. 'OK. So Harry first then-'Peter's phone buzzed in his pocket. He got a text message from Betty saying:

'_I heard you were looking for me yesterday. Sorry I wasn't there yesterday I wasn't feeling well. But I'm here now and I got your pay check ready for pick up!'_

'Finally some good news after a depressing start!' Peter cheered. 'I'll drop by the bugle first before Harry' Peter thought.

'I'm going out today Liz. Tell Aunt May when she comes back' said Peter dashing out the door. He was about to swing when he saw Mary Jane walking towards hi. 'Mary Jane! Uh… Good morning!'

'What were you going to do there? You looked like you were going to fly or something.' MJ said.

'I was just stretching…..you know…. Get the blood flowing' Peter replied as he began stretching his legs. 'Anyway catcha later!'

Mary Jane smiled as she watched Peter run around the corner. If she only lingered her gaze for a second longer, she would have seen spider-man swing past as soon as Peter went around the corner.

Mary Jane continued her walk towards the Parker residence then knocked. After a few muted footsteps sound the lock clicked and the door opened. 'Hey' said MJ.

'Hey' replied Liz. Liz wasn't particularly friends with Mary Jane considering she tried to squeeze Gwen in between her and Peter but she didn't dislike her either.

'Looks like it's girls only morning today' said MJ. They were now settled in the kitchen, with Liz sitting in the same chair and MJ leaning on a bench top. MJ could tell from the way that Liz is slumped and the forced smile on her face that something is bothering her. 'You all right?'

'What do you do when you like someone who likes someone else?' asked Liz. 'Do you keep pushing yourself or do you just let it go?'

'You talking about Pete?' MJ replied.

'I know you're not exactly a Peter-and-Liz fan but would you help me out?' asked Liz.

'You need him more than every now and Peter knows that' said MJ. 'But you need to decide for yourself whether you want to see him smile or see yourself smile, given that he likes someone else. Either way you're going to have to make a sacrifice'

* * *

Peter was swinging from the rooftops as Spiderman. Peter kissed his pay check and slid in his pocket. 'Aunt May's bills, check. Groceries and ten percent for my spider costume funds, check, and check. And I still have some left over to get Liz a little something, Awesome!' Peter said. 'Now I just need little action…..' As Peter said those word a car ripped through the highways beeping and squishing past cars trying to lose the police cars. 'Could this day get any better?'

'Quick! Before that spider-creep gets here!' shouted the guy on the passenger seat.

'Don't worry he won't catch us in this car!' replied the driver. There was a thud on their roof and the sound of crawling towards the left side of the car.

'(sigh) You guys will never learn. And really? Spider-creep? Is the only thing you bad guys can think off? Where the originality?!' Peter said while sticking to the driver side.

'Last time I checked you name was dead!' the driver said as he drove the left side in to an incoming pole. Peter felt his spidey sense tingling and flipped onto the rooftop then crawled to the passenger side and knocked on the window.

'Hey how about you? Got a new nickname for me other than creep, arachnid, and bug they're really getting old!' Peter said.

'How's bout Holes!' said the guy as he pulled out a gun.

'How's bout the Spectacular Spider-'Peter's phone suddenly buzzed in his pocket. 'One moment!' Peter flipped on to the roof. 'Gwen! What's up?!'

'Just a reminder, don't forget about Harry' said Gwen.

Peter slapped himself on the head 'Don't I haven't forgotten!'

There was a pause after Peter's last words. 'I'm on my way!' Peter hanged up before he got more lecturing from Gwen. He spun back to the passenger side and knocked on the window.

'I'd love to stay and chit - chat boys! But I gotta go' Peter ripped the door off and shot a web to the incoming street lamp and both of the passenger guy's hands. The guy flew off his sit and hanged in mid-air as he tried to wiggle out of his predicament.

Peter kicked through the next guy busting him through the driver's seat door. With quick succession, he shot a string of web and pulled sucking all the velocity away then the guy just thudded on the ground. Peter didn't waste any time and stepped in the break and pulled the key out.

Shortly after he stepped out of the car the police finally caught up and took over. 'Now back to business' said Peter as he pulled himself on to a rooftop and off he goes swinging away.

* * *

Harry was standing on the platform of his penthouse looking over New York when his butler came in the room and let in Peter.

'Well, this is un called for. What bring you here?' asked Harry.

'I know you're a busy man Harry but Gwen gave me the look' replied Peter.

'That explains it!' Both Peter and Harry chuckled.

'She worries about you. You haven't been returning calls and-' Peter said while reaching out his hand towards Harry's shoulder. Harry felt the accusation and reacted defensively. He quickly lashed out his hand and grabbed Peter's wrist.

'Don't tell me what to do!' Harry whispered centimetres away from Peter's face. Harry felt something collapsing giving in under his grip. He looked down towards Peter's wrist and saw webs squirting out of the broken web shooter.

'Well this just got interesting!' said Harry.

**Author's Note: Review, Favourite, Follow if you liked. To be continued...**


	18. Chapter 18

**I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 18

Peter could see the something clicked in Harry. There was a fire burning in his eyes and that twitching evil grin on his face. There was no point in denying and o point of hiding it anymore.

'I didn't come here to fight Harry' said Peter.

'No. You just ran into one'

With his other free arm, Peter shot a web towards a vase over Harry's shoulder and pulled. The vase followed the tension but landed securely in to Harry's iron grip. With the vase, Harry slammed it towards Peter's face who ducked under. The vase exploded against the wall. Peter twisted he arm out of the broken web-shooter and got himself free from Harry's grip.

'All this time, spider-man was right under my nose' said Harry. 'Breaking you just makes it even sweeter' Harry dashed with his right arm jerked back ready for a hook. Peter braced himself into a fight stance with his right side angled back. The right hook came but Peter stepped into it deflecting the punch form the inside.

Harry recovered well and drove his left knee into Peter's gut. Peter feeling the power behind the blow let out a gasp of air and lost his balance. With his left elbow, Harry stroke downwards on Peter's back pinning him against his knee.

Right now he just had to take the pain. Peter, with one working web shooter shot a web to Harry's other foot and pulled. Losing his balance, Peter slipped out and flipped backwards.

'Why are you doing this Harry?! Why do you want to kill me?' asked Peter.

'You really have no idea?! Let me enlighten you!' Harry said getting up and charging. 'My father wished that you were his son! Do you have any idea how that made me feel?! Everything that I do is just not good enough for him!' Harry with rage driving him moved faster than before.

Peter himself was caught off guard at Harry's speed. Before he could process what he is seeing and his tingling spider-sense, He already received a blow on his left cheek. Peter side step his right leg supporting him but Harry's next attack was has already landed. A kick behind Peter's left knee causing him to fall one knee. With a roundhouse kick, Harry swept Peter's left cheek throwing room across the room. Harry walked over and picked up Peter by the strands of his hair.

'And that wasn't enough for you!' Harry whispered into Peter's face. 'You had to take Gwen as well. The person I care about the most, you just had to take it away!'

Peter shot a web on Harry's eyes and threw a jab on his nose. Harry lost his grip in pain and clenched his bleeding nose. Peter jumped over him but Harry caught his leg and threw him the glass walls onto the balcony over – looking the city.

Harry grabbed the back of Peter's neck and lifted him up facing the city. 'I'm going to rebuild this city and this place of people like you!' said Harry. Annoyed by Peter's deliberate silence and holding back, Harry pushed him towards the floor.

'Stop mocking me! Fight me!' said Harry.

'You're my friend Harry' Peter forced the words out.

'Well you're going to have to break that bond if you want to stop me!' Harry pushed him harder on the ground.

'Harry!' a voice called from the inside. Harry looked over to see who it was and simply just smiled.

'Well. This just gets more interesting by the minute!' said Harry.

* * *

Gwen paced back and forth in the hospital. She felt uneasy for some reason. She called Peter twice already and when she tried to call a third time, he didn't pick up. He's usually like that but this time something didn't feel right and Gwen could feel that something is going on. Even her dad felt uneasy watching her daughter march across the hallway back and forth clenching her phone and murmuring.

'Are you alright Gwen?!' asked George. It took a few seconds before Gwen actually processed the message and responded.

'Oh! Uh! It's just a little suffocating in here!' Gwen chuckled at her dad. 'I think I might go outside and catch some fresh air'

'OK. Don't go too far. Take care' George replied.

Gwen smiled at her dad, walked around the corner down the stairs and into the streets. Right now she felt like she needed to be at Harry's. She felt like something is going on between the two and if she doesn't go there something really bad would happen.

She got into the cab and told the driver Harry's address. She looked out the window and watched as people, pets and buildings flash past her view. All of them just flew past Gwen's head but one thing caught her attention though. It was the ESU. She didn't realize that it was under construction. There trucks parked outside, cranes moving pipes and glass around.

'Since when did they start rebuilding the place?' Gwen asked the driver.

'Umm….. About two days ago I would say' replied the Driver. 'In courtesy of OsCorp'

'Oh…..' Gwen muttered under her. 'Thanks' Gwen replied going back to her thoughts.

It wasn't long after until she reached Harry's. She was greeted by his butler offered some refreshments or anything he could her which she regretfully humbly declined. Again Gwen was amazed by the hospitality, disregarding the dinner last night.

She hopped into the elevator and pressed the top floor. No matter how many times she's been there, she could never get tired of the elegant design of the place. From the ceilings to the little things like the cutleries, everything was so simple but beautiful. But Gwen wasn't impressed at what the elevator doors unravelled to her.

'Harry!' Gwen called out, horrified at the situation she was looking at. Peter was hanging by the neck trying to pull Harry's grip away with two hands.

'Gwen…' Peter forced the mumbled words through the tight grip around his throat.

'It's been too long since we all got together don't you think!' Harry called out from across the penthouse. 'Why so sad? Isn't this what you wanted?!' Harry getting seriously angry now. Gwen, normally had the authority those two in this kind of situations but now she felt overpowered by Harry's rage.

'I could tell' Harry said now bursting in tears. 'I could tell that every time, you were forcing a smile. I could tell that there was someone else in your mind every time we're together. Do you know what it feel likes when you give everything to someone but she just throws it away?!

'That's not true Harry! I love you! Please don't do anything reckless! Don't do anything you'll regret!' said Gwen trying to cam Harry down.

'(scoffs) Ah….. regrets…..' said Harry. 'The only thing I regret was being friends with him!' Harry squeezed tighter emphasizing his hatred. Peter gasped out a puff of air, perhaps the last. His body started to flop and limp as he felt oxygen the last drops of oxygen in his body escaping him.

'Harry! No!' Gwen ran forward leaving a trail of tears.

'If you love him so much. You can both die together!' Harry threw Peter towards her followed by a beeping silver ball. With the remaining he had, Peter flipped in mid-air shot a web to the ball and swung out towards the balcony into the sky.

He landed on his feet but quickly on one knee trying to regain his strength. Gwen knelt down beside him and placed a hand on his shoulder. 'Pete?' This day was full of surprises for Gwen as another one unravelled before her eyes. Peter is spider-man.

'You better stay back….. I'll handle this' Peter said placing a hand on of Gwen's hand then turned his head around and gave her a smile. Gwen didn't need any more explanations, she took a couple of steps back. Perhaps it was that that she liked about Peter. No matter what, when he is around you just know everything is going to be all right. He makes you feel safe. Gwen smiled at the thought of that.

'I don't mind if you hurt me Harry' said Peter taking steps closing the distance between Harry. 'But hurting the ones that I care about. That's a different story!'

**Author's Note: Review, Follow, Favourite if you liked! To be continued...**


	19. Chapter 19

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 19

Cletus waited patiently in the dumpster that he was dumped in as a crashing sound drew the Cat away. 'Must be sound of spider-man's bones breaking' half mumbling those words and half spitting out stuff. Cletus got up only to get startled by a lingering black cat. 'Blast you! I'll stab the life out of you till kingdom come!' Cletus roared at the ever-so-caring cat.

Cletus got himself out of the bin and into the streets. He could still hear the sound of scorpion crushing spider-man in the distance. 'Looks like the big fella is having fun' Cletus said as he flicked away a banana peel of his shoulder.

His phone rang which reminded him of his unfinished business.

'Is it done' asked Miles.

'Had a little situation' replied Cletus.

'You're a professional. Get it done. Make sure he's under our control' Miles said then purposely hanged up emphasizing his point.

* * *

Cletus watched from across the street sipping his coffee. He had a digital clock on his wrist marking to accurately to down to seconds. It read 9:37:21 in the morning, Cletus was getting impatient. 'Sleeping in? Must have hurt him too much last night'. But all of that changed when he saw Harry walk out into the streets. Cletus was surprised how fluently he moved considering his injuries twelve hours ago. 'Globulin stuff is the real deal. Gotta get myself one of those'.

Following him on foot proved tougher than he thought. The kid weaved through the crowd constantly disappearing from sight. Cletus would often walk blindly scanning the faces before him then in the corner of his eye he would spot him.

Harry finally made a stop. It was the typical kind of alley ways that rich kids don't go to. It was quiet and hardly anyone was around. For a moment Cletus thought that Harry knew that he was being followed and led him here but all of his suspicions faded when another kid entered the scene.

From hearing their conversation, it would seem that other kid's name was Mark. And to Cletus's surprise it seems that Harry is as deceptive as his father, using this Mark guy to his advantage. 'It' like what they say, like father like son' Cletus commented in the background.

Harry was slowly backing now into the populated street then he tossed at white device towards Mark. Taking advantage of Mark's diverted attention, Harry slipped into the streets and disappeared in the crowd. This time Cletus made sure he didn't lose sight of him and stepped with him toe-to-toe.

'Looks like I didn't do enough damage' whispered Cletus into Harry's ears. Harry's mind froze at that chilling voice but his body kept on walking. How could he forget that cold voice? Harry to a turn around the corner and into an alley way. He turned and faced his stalker who was smiling like a madman.

'I still have unfinished business to settle' said Cletus. Harry was running different scenarios in his head thinking of a way to get out of this predicament. If this guy destroyed him when he was fit, what chances did he have in his condition now?

'What do you want from me?' asked Harry.

'Me? I just want to see you burn! But my bosses have other plans' replied Cletus. 'They want you to get rid of a competitor in the business. Take out Otto and squad. They escaped our custody'.

'What makes you think I'll help you? Your mess, your problem' Harry was already making his into the street when Cletus grabbed him arm just as he walked by him.

'Gwen was it? She likes taking the bus to school. Straight after school she goes to the hospital and visit her dad and-' Cletus was interrupted.

'Point made!' Harry replied in anger knowing he was too weak. 'How do you suppose I take out Otto and crew by myself?!'

'Don't worry, A messenger is at you home right now dropping off a letter as we speak' replied Cletus.

'Wait. You have my place bugged?!' said Harry.

'There's more than just killers in this little gig kid' said Cletus patting him on the shoulder before letting him go and disappearing in the dark end of the alley. Harry clenched his fist and held in his tears. For Gwen's sake, he has to do this.

* * *

After the fight with the Otto and crew, that same night he saw to it personally that Otto's and his crew were put behind bars. He personally asked George Stacey ti put each one of them unescapable cells that his father developed. Even though Harry did his job successfully he had a feeling that it wasn't over. He can't rest until he sees Cletus Kasady behind one of these cells.

That wasn't the biggest of his problems. As he got in the backseat of his limo, Harry stared into the night resting his chin on his fist thinking. Thinking about how he could keep Gwen away from him. Knowing her, she would keep persisting which is only natural from a good friend but right now, it is quite troublesome.

Harry came to the conclusion that he has to make Gwen hate him. As much as it pains him, it was necessary. A necessary sacrifice to keep her alive. Coincidentally, his phone buzzed in his pocket. He was receiving a call from Gwen. Harry watched the pending call as it waited for his reply. His thumb lingered on the call button but he retreated and the phone went silent. Now his missed calls piled up to eleven from Gwen.

'I'll certainly be getting the look the next time we meet' Harry said into the window. 'If we meet again' he thought to himself.

* * *

The next day…..

It wasn't long until he was contacted again by Cletus. Harry went out that day to get some air into his system. Maybe this way his worries would flow away with the wind. But to his dismay, Cletus approached him and on the rails overlooking the sunset next to him.

'What do you want?' Harry asked gloomily.

'It's best if we discuss this privately' replied Cletus.

Harry offered that they can go to his place to discuss this 'business' but little did he know (or forgot) that Gwen had an arranged dinner for tonight. The elevator door opened and both Gwen and Harry were startled at the situation before them. Harry kicked himself for forgetting, perhaps that was why he has eleven missed calls from her. Now she was within reach from Cletus. Gwen on the other hand felt chills as she looked into the other man's eyes which showed nothing but evil intent.

Harry pushed Cletus out and pulled Gwen in the elevator. Harry could see form the look of Cletus's face that he was enjoying this. Gwen on the other hand was confused. Harry kept his eyes on Cletus until the elevator doors shut between them then Harry let out a sigh.

'Who was that?' asked Gwen in a confused manner still holding his hand.

'Um….. Just some guy I'm doing business with!' Harry said smiling but Gwen saw through his lie and was giving him the look. There was a little ring indicating that they have arrived to their destination. 'It's best if you stay away from me for a while' the doors opened. 'It for the best' Harry smiled as he let go of Gwenn's hand.

Gwen froze at that moment when he lost touch of Harry's hand. She a disconnection, something got cut and when Harry disappeared behind the closing elevator doors, she felt numb but she couldn't place what was that feeling.

Harry on the other hand kept a cool straight face keep his emotions in check. The doors opened and saw Cletus helping himself to the food that Gwen had prepared.

'Nice girl' Cletus commented. 'It'd be a shame if-'

'Cut to the point!' Harry said getting impatient.

Cletus smiled then swallowed 'We need you to smuggle in materials for us'

'With the scale of your project, I'm not sure there is-'

'Remember the ESU lab? What do you say you give it a little renovation?' said Cletus interrupting Harry in mid-sentence.

'Wait! You mean-'

'Yes! We're right under it' replied Cletus to Harry's to-be question.

**Author's Note: Review, Follow, Favourite if you liked! To be continued...**


	20. Chapter 20

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

**Author's Note: This is the legit version of this chapter. If you already read the previous version, skip to the *****.**

Chapter 20

'So Pete! Spider-man huh!' Harry said enjoying the situation. Now with Gwen here, he's got more resolve now to really put hurt on Peter. This was the perfect way to keep Gwen away from him while. At the same time he can go all out on Peter. Even though he knew it would hurt Gwen, it was a necessary sacrifice to keep her alive. 'Talk about two birds with one stone'

'There'll only be one birdie going down tonight' said Peter. He was bluffing, he only had one web-shooter and he is in worse physical condition than Harry. But seemed to have gone mad. 'Why would he hurt Gwen?' Is the question Peter didn't understand. Right now he was the only one who can save her. What Peter didn't realize is that Harry already activated his glider and was just waiting for further instructions behind the secret entrance.

Harry attacked Peter's right side, forcing him to go to his left where his glider was waiting. Peter hopped and before he could land, the glider bursting through the doorway throwing rubbles everywhere as it accelerated. Running out of options, Peter shot a web to the ceiling then pulled himself. In the same motion, he let go and another web to the glider pulling himself towards it.

The glider was now heading towards Harry. As soon as he saw Peter attach himself to it, he shut it down and the glider slammed to the ground. Peter was pulled by the tension and got off balance in mid-air. Using the split second, Harry jumped in and threw a punch.

Peter twisted and turned until he had both feet on Harrys back then pushed. In one swift motion he shot a web to Harry's ankle. The tension on the web reduced all Harry's momentum in the air to zero. Harry felt the change in the direction going forward to heading straight down to the ground.

'I've gotta destroy that other web-shooter' Harry thought as he picked himself up. In Peter's condition now, he can only keep up for so much. Peter could feel his muscles aching and he knew that his web-shooter was running out as well. All Harry had to do was exhaust him.

Harry walked over to his glider Peter watching his every movement. With a press of a button, two silver balls flew straight up in front of Harry. He caught both then threw them in succession. Peter let the first one past him then attached a web to it and swung it on to the incoming one. On impact, it created a gust of smoke but no explosion. Using that a cover Harry jumped straight through.

Harry emerged through the smoke centimetres away from Peter. That's too close a distance to dodge. He put left arm up absorbing the impact of a right hook. Peter flinched as he suffered another bruise on his arm. With quick succession, Harry landed a left jab on Peter's nose.

The punch shook Peter causing him to double vision and lose focus. Completely open, he felt a tremendous force on his left cheek sending him flying to his right but he felt a grip on his ankle then was hauled in back in the fight.

With the other free leg, Peter twisted and landed a mid-horizontal-roundhouse kick but that wasn't enough to free from Harry's iron grip. Harry pulled Peter towards him then pushed him down with an elbow. Peter spitted out a few drops of blood from a broken rib.

At the sight of blood, Gwen rushed in the heat of battle and slapped Harry on the face. That knocked slightly knocked Harry to his senses, at he lost the bloodthirsty look on his face. He looked down on Peter who was coughing out blood then back up at Gwen who had tears running down her face.

At the sight of blood, Harry's eye pupils narrowed and he was completely engulfed by the goblin. His smile widened and there was no remorse on his emotions, just the thirst to kill. Realizing this, Peter quickly shot a web to his face blocking his vision. Harry's both hands quickly reacted to his face trying to remove the web. Peter pushed him off him then tumbled backwards.

'That move never gets old!' Peter said.

It didn't take long before Harry got the webbing of his face. His face emotions were still the same. It was like wearing that goblin mask permanently with his face. Like a raging bull, he charged at Peter. With his spider reflexes, he jumped up over him, twisted, shot a web to the back of his head then pulled him slamming him to the ground. Little did Peter that Harry had activated his glider.

Peter felt something swooped him from behind. It pushed him towards a wall pinning him. No matter how much Peter struggled, the glider won't budge. Harry was walking towards him fiddling with a knife juggling it with a silver ball with both hands.

Foreseeing what was going to happen, Gwen drew Harry's attention to her by shouting his name. She thought that maybe she could wake the senses in his head, if there's any left. Harry's goblin-like eyes turned to her. There was some hint of recognition and some hesitation, but not enough.

'Harry?' said Gwen frightened at the being that was looking at her. She didn't know him anymore. The Harry she knew always looked at her with a feel warmness but this had killing intent written all over it. 'Harry? It's me Gwen….'

'Don't do it Gwen!' said Peter trying to get his arm free. 'Get out of here!'

All hope in Gwen's eyes disappeared when Harry prepared to throw the silver ball at her. She gasped for air and wanted to scream. That whole sequence felt like slow motion for her. She could see how the ball rolled off his fingers into the air slowing creeping towards her. Peter tried every movement to get himself free but to no avail. He could only watch as the bomb moved towards Gwen.

With one final pull, Peter managed to slip out his right arm. Without wasting time, he caught the ball with a string of web then slung towards a pillar. It exploded on impact with bits of the ceiling falling off. The blast shock waved around the room, blowing Harry and Gwen off their feet and shattering the walls.

With the weakened wall, Peter freed himself and ran towards Gwen. Peter felt a grip around his ankle and fell face down on the ground, it was Harry. Peter kicked at Harry's hand with his free foot. The grip loosened and he ran but Harry still had a lot of fight left in him.

Peter turned around and faced his opponent. He just needed to slow him down just for a split second. Harry closed the distance pretty fast and threw a series of jabs aimed at the nervous points. With extreme focus, Peter kept up and blocked all of those and slid his foot behind Harry's looking to trip him. Harry saw this and lifted leg up in Peter's gut. Peter bent over at the impact but didn't lose focus. He landed an elbow into Harry's ribs and this time he didn't hold back. He felt a few ribs collapse under his elbow. He thought that Harry was out of the fight but he proved to be tougher than Peter thought.

Neither of them was wavering, Harry quickly dropped his knee causing Peter to be airborne then I none swift motion, he lifted it back up again. Peter saw it coming and caught it with one hand but the power still carry through and he was slightly pushed up. Peter caught a glimpse of a rubble falling a few metres behind Harry while also a huge part of the ceiling was collapsing on Gwen. Peter shotted out his right arm shooting out a web. He pulled and when he felt it was already in motion, he twisted in mid-air and shot a wed to the opposite. He pulled himself sweeping Gwen off her knees.

He held Gwen with his left arm and with only one good web shooter, he had to double the effort on his right side on top of that he had to weave through the collapsing place, dodge and chucking Gwen in mid-air then catching her to the other side. Gwen was saying something, shouting something but Peter's mind only had one thing, the outside. He could see the balcony and the night sky a few feet ahead. With one last pull he got both of them out into the outside world in the nick of time.

Behind them, the whole place collapsed on itself burying Harry with it. Peter felt his left shoulder dampening from Gwen's tears.

'Pete… Harry' said Gwen muted by his soaked clothes. Peter just held her tight making her feel that he feels the same way too.

'I know' Peter replied.

**Author's Note: Review, Favourite, Follow if you liked. To be continued...**


	21. Chapter 21

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

**Author's Note: I've updated chapter 20! If you haven't read the new version please do so before continuing. SO sorry for the inconvinience.**

Chapter 21

'Are we ready for phase 2?' asked Norman.

'We have all the materials I need' replied Miles. 'Tinkerer just needs to hurry up with making those humanoid robots'

'Get it done! Make it happen tonight!' replied Norman impatiently. 'I just heard from Cletus that my son has been crushed by spider-man. He arrived too late, the place was already down to rubbles when he got there'

'Did he clean up?' asked Miles.

'He managed to retrieve Harry's battered body' replied Norman. 'I've sent scorpion as well to finish keep the spider off them'.

There was a slight hesitation and change in emotion to Miles hearing that news. Not that he schemed the whole but it would save him trouble later on if Harry had died then, one less OsBorn to get rid of.

'I want spider-man crushed by tonight!' Norman demanded.

'I'll make it happen' replied Miles retreating from Norman's presence. 'And then, I'll take care of you!' Miles thought to himself.

* * *

It was an unusual night that night. It was one of those nights in summer that felt extremely cold. Liz was walking in the side streets clutching her arms shivering. If she'd have known it was going to be this cold, she would have come prepared but nothing could prepare her for what she was about to see.

There was a man on the ground in front of her covered in blood. No, it wasn't a man, it was a boy and it was someone she recognized. She knows that curly red hair and the white shirt with a brown vest over it that Harry usually wears.

She was stunned in her place shocked at by this. She looked around for help but inconveniently enough there was no one around. It was just her and Harry that needs medical attention immediately. In the corner of her eyes she saw a silhouette swinging in the sky. She looked up and she saw a figure swinging on a string carrying someone with him. 'Help?' Liz worded the word with her mouth. But spider-man disappeared behind the sky-scrappers as soon as she saw him.

Harry moaned and groaned as he tried to move. That alerted Liz and she rushed next to him kneeling down. She hesitated to touch him both from getting blood on herself and the fear of injuring him even more. She couldn't do anything but cry in her panic. Then from a distance, two shining beam appeared. It was slowly getting bigger until enough light illuminated the form a car.

It stopped in front of Liz and a man stepped out. He didn't hesitate, didn't ask questions, he just acted. Liz watched as the man haul Harry with both arms and brought him inside the taxi. She followed him sitting in the back with Harry's head laying on her lap. She looked up to see the face of their saviour but his coat collar up and his cap down covering his facial features except for some orange-reddish hair at the back of his head.

'Thank you' Liz said to the driver. He turned slightly acknowledging the gratitude.

Black Cat was watching the whole scenario unfold. He was following Cletus the whole night from rescuing Harry from the rubbles to stealing that cab. Not to mention she also saw Peter in action. 'He's pretty cute' she thought to herself.

'We all know you don't to save him' Cat said to herself. 'Where are you taking him?' Black Cat wondered as she followed the cab.

Peter was going to let the speeding taxi pass until he saw Black Cat chasing it on rooftops. Gwen seemed comfortably in his arms. She just casually had both arms around him staring at him in wonder and every time Peter looked at her, she would blush and shyly look down.

'So Pete… spider-man huh... who would have thought' Gwen said. Peter was snapped back from watching Cat chase the car by Gwen's words. Peter chuckled and said.

'Look I've got to go, duty calls' Peter said landed in an alley. 'Reckon you can find you way home from here?' Peter asked.

'Yeah! Go get them' Gwen said. Peter one last thing before he was off.

'Don't worry too much about Harry. Something like that won't kill him. Trust me' Peter ensured to Gwen.

'Right…' Gwen said wanting to believe those words but she still had doubts.

* * *

Liz looked down on her lap at Harry's face. Although not deformed, it was heavily bruised and a few patches of dried blood here and there. 'What did you do this time?' she asked the unconscious Harry. Why she expected an answer? She didn't know. Perhaps, even their not really close friends or close at all, it pains her seeing him like this.

Liz felt the cab stop and looked up. The driver had already gotten out of his sit and opened the door for her. The thing that bothered her the most was the fact that they weren't at the general hospital. Rather she was surrounded by dark factory walls, an abandoned one.

'Where are we?' Liz asked starting to get suspicious and scared at the same time. She looked inside the car at the unconscious Harry. Looks like she'll have to deal with this man herself. She stumbled a couple of steps back from him. He took his cap of and lowered his collar revealing a sickening smile on his face. He flicked his wrist and two knives dropped from his sleeves and into his hands.

He was less than a metre from the stunned Liz. His bigger and wider frame towering over her blocking casting a huge shadow over her. Liz gathered herself and scrambled backwards on her backside away from him but Cletus merely marched the distance closer. Liz had her back to a wall now with nowhere to go and running out of breathing space as Cletus continues to close the gap between them.

Just when Liz gave up all hope, someone wearing a red and blue jumpsuit jumped in between them. 'Howdy! Do you often treat girls like this? You'll never get a girl! I guarantee it!' said Peter.

'You just love get in the way of things don't you!' said Cletus.

'I'm a hero! It's what I do!' replied Peter.

'I'd love to see try that when you're crushed!' said an all too familiar voice to Peter that caught him off guard. From the shadows a huge figure leapt out at him.

'Ah Scorpy!' Peter recovered well. 'You know the tail really gives you away' he said tumbling to the side dodging the attack. Peter circled around to Scorpion's wiggling tail. Using his two newly refilled web-shooters, he shot two strings towards the back of scorpion's head and pulled himself closer. In the corner of his eye, he saw a flash movement. Peter twisted and shot a web at Cletus who was making his way towards Liz while still in motion towards Scorpion.

Cletus was pulled off his feet and flew into the direction of scorpion. As soon as Peter landed on Scorpion's back, he quickly jumped off to make way for the incoming Cletus letting the two villains clash together and fall on top of each other on the ground.

'Liz go now! Take Harry with you!' said Peter. Liz nodded and agreed. Just when she was about to run off, something struck her.

'Wait….. how'd you know my name is Liz?' she asked spider-man.

Peter was stunned by that question. 'Uh….. you name is Liz? Lucky guess!... you kinda looked like a Liz to me!' Peter chuckled hoping that it sounded convincing enough.

'Right…' Liz responded still unconvinced but she knew that to best help spider-man right now is to clear off. She ran off in to the driver seat of the car and started the engine. Before she drove off she remembered one very important thing, she didn't know how to drive.

Panic stroke her again but once she looked back at the back seat to the unconscious Harry. It was then that she found her courage to do what needed to be done. Harry needs to be brought to the hospital and she was the only one right now who can get him there. She gripped the steering wheel with both hands and stepped on the accelerator.

Peter kept both eyes on the two bozzos on the ground as he listened to the cab drive away. Cletus got up first and said.

'Now we can have some real fun! To bad odds are not on you favour!'

'How about evening the odds. Do you have room for one more player?' said Black Cat as she landed like a feather next to the crouched Peter on the ground.

'What took you so long?' Asked Peter.

'Was watching from above. It was getting interesting' replied Cat.

'(Sigh) That's such a Cat thing to do' said Peter.

**Author's Note: Review , Favourite, Follow if you liked! To be continued...**


	22. Chapter 22

**Disclaimer: I do NOT own Spectacular Spider-man or the characters in this story.**

Chapter 22

'Get them!' Cletus announced. The plan was to stay behind support as much as he can while scorpion take them both out. But the other party didn't have the same idea. They wanted to split the two and fight them one on one which was a bad scenario for Cletus. He has faced each one of them before and neither occasions turned out to be in his favour.

Scorpion charged slamming the ground in between Cat and Peter with his tail causing bits of the floor to toss up in the air. Both Peter and Cat tumbled to opposite directions trying to split his attention but scorpion handle that situation well. With the back of his left hand, he swiped a few rubbles in mid-air hitting them towards spider-man then wrapping his tail around cat who had no time to react in mid-air.

Peter twisted horizontally in mid-air dodging a couple then sling shotting the last with his web towards the back of scorpions head. It just broke on impact and did no damage but he got his attention which was what he wanted in the first place.

'How bout you fight me instead! You know… settle it like real man?!' said Peter.

Scorpion simply dismissed his offer and slammed cat on the ground. They had an objective and it was to take out these two. Cletus during all that slipped in the shadows and sneaked up behind Peter. Without his spider senses he wouldn't have known the attack coming.

Following the tingling his getting from behind his thighs, he lifted his right knee up twisted his body then slammed it back down kicking the knife out of Cletus's hand. Peter then spun around swing his left arm hoping to hit but felt all wind instead. Cletus anticipating the ducked down and swept Peter's legs before his spidey sense could tingle.

Peter off balanced in mid-air felt his spidey sense tingling but it wasn't coming from below where Cletus was but rather from above. He felt an iron grip around his leg and before he knew it, he was flying towards a wall.

The wall caved in on impact that tingled all throughout Peter's body. Black Cat was struggling to get up from the ground. She's not used to brutal fights like this and she's not half spider with enhanced strength. That slam on the ground really knocked the wind out of her and she was struggling to breathe alone. 'I need to keep scorpion away from her' Peter thought.

Peter dropped on the ground and crouched beside his hurt teammate. 'You alright? Do you need some help-' asked Peter.

'I'll manage!' Black Cat hissed at him offended by the fact that Peter was trying to help her.

'Alright!' Peter shot his hands in the air in defeat. 'I was just being nice!'

Peter stood up straight and pointed at it scorpion. Even though he knew he'd probably get crushed, knowing that Cat would be able to handle Cletus and slip away was all he needed for motivation. 'Hey Scorpy! You've got some pretty sweet moves!' Peter said. 'Why don't you try them on yours truly!'

'Is that a challenge?!' Scorpion said stepping closer until he was toe to toe with spider-man. 'I accept' he said looking down at him.

'Follow me' said Peter swinging away followed by scorpion who leapt off his tail. That was Peter's biggest problem, that powerful tail. 'I need to get that off him somehow' Peter thought as he looked at it wiggling in mid-air as both of them swept across the night sky.

'Well, well' Cletus said getting excited at the moment. 'Looks like it's just us two now Kitty Cat!'

'Aren't I lucky' Cat responded standing on both legs while wrapping her right arm around her abdomen.

'Payback time!' said Cletus. 'I have so many ways to kill you but sadly you only have one life…. Well half in your condition!' Cletus chuckled.

'You really don't know anything about cats do you?'

* * *

'Well! Are we there yet?!' Scorpion screamed at spider-man in front of him.

'This is not really my style but…..' said Peter who twisted in mid-air and shot two strings of web to each shoulder of scorpion and pulled himself towards him for a kick. 'It's a necessary evil! Don't tell anyone!' Peter said landing on scorpion's chest and pinning him against a building.

Walls crumbled and windows shattered but scorpion was unscratched. Peter leapt of him and shot a web past his shoulder to the crumbling wall behind him. He pulled back yanking a bit of the wall off that scorpion was caved in on. The wall fell on the streets below shattering and crushing scorpion underneath.

Peter landed and crouch a few meters away from the rubbles but as expected, the rubbles shuffled and scorpion emerged angrier than ever. 'Great! You just made him angrier!' Peter said to himself.

'Spider-man!' scorpion roared as he charged towards the hero.

'That's me!' Peter said dodging the charging like a bull scorpion by jumping and flipping over him. 'Also known as the Spectacular Spider-man' he said as he landed and shot a web to scorpion's tail. 'Or spidey for short' Peter said trying to pull he tail off. 'Walking around with a tail isn't exactly the number one fashion at the moment.

'Spider-man!' roared scorpion again.

'(sigh) fine…. You can call me spider-man' said Peter. Scorpion flicked his tail pulling Peter towards him. Peter was pulled off his feet and to his dismay, he was flying right into scorpion's waiting arms.

Peter made sure his arms were free. As soon as he felt the bear hug, he threw punches after another on scorpion's face but again, scorpion was scratched one bit.

'My turn!' said Scorpion arching his back and bringing spider-man over his head slamming him onto the ground like a wrestler. The ground gave way at the force and both fell into the sewers.

'(groaned) The most painful bit is always after the hit!' Peter commented on the fact that he was hurting. Scorpion was already on his feet and was ready for another shot at the spider.

Scorpion jabbed his tail towards spider-man towards spider-man. Peter tumbled out of the way but was splashed by sewer water all over when it hit the ground.

'Eww! Gross! That smell is going to linger!' Peter complained again. Scorpion repeated the same attack jabbing his tail at spider-man who was just dodging all of them.

After a few successions, Peter was feeling the strain on his body and the slowing down of his movements. 'I've gotta get this tail out of the equation' Peter thought dodging another jab and at that moment Peter felt something slippery underneath his pill. It was a banana peel.

'What would a banana peel be doing down here?!' Peter thought as his world flipped and before he knew it, he was vulnerable for the next attack. Peter crossed both arms blocking the tail in a battle of strength. With one swift motion he slid to the side directing the force to the ground dodging the blow. Peter shot a web to the ceiling and got himself airborne.

'If I can't take it out, I'll just use it against you' Peter murmured. Peter shot another web on scorpion's back and pulled himself towards it. 'Haha! You missed!' Peter taunted stirring up more anger in scorpion.

'Spider-man!' scorpion roared as he pulled his tail out of the ground and aimed for the web-crawler on his back. Scorpion smiled as he finally felt his tail hitting something. Then just centimetres away from his face, Spider-man was hanging upside down levelled with his face.

'Hmm… perhaps scorpion poison doesn't work on scorpions…..' Peter wondered. Scorpion felt blood boil in his body not because of his anger but rather his immune system trying to repel the poison spreading in his body. He could feel the poison entering his blood stream ripping his cells apart taking away all his strength.

Peter watched as the mighty scorpion fell on to all fours gasping for air. 'Don't worry, it'll just paralyse or worst case scenario, it'll take away all your powers' Peter said as a matter of fact. 'Which is actually the best case scenario for me-'

'Spider-man…..' Scorpion hissed in between breathes.' I… will … destroy you!'

Peter was about to respond when he heard an explosion from above. 'Ah! Chat with you later scorpy!' said Peter. 'Gotta go! Duty calls!'

Peter swung himself out of the hole in the ground they came through and the New York he was seeing right now wasn't the he saw New York ten minutes ago. People were running around screaming for their lives as big armoured beings strolled on the streets wrecking everything they see.

Police sirens where everywhere and gunshots were fired. They tried to slow the monsters enough to get the people to safety for now. 'How do we stop these things?!' a policeman asked his officer. 'Just keep shooting!' After a few rounds fired, a bullet found its mark on the unarmoured face. That particular rhino had his head jerked back as the bullet hit him on the cheek.

The officer's smile started to wane as the head moved then looked straight at them. It's cheek was blown away shooting out sparks from the showing circuit underneath the skin.

'Ok…not human….' Peter commented the fact of the matter.

**Author's Note: Review, Follow, Favourite if you liked! To be continued...**


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